~~Letter from our~~

LETTER FROM OUR CEO




		Clearwater Paper Corporation 601 West Riverside, Suite 1100 Spokane, WA 99201


		Dear Clearwater Paper ~~shareholders~~stockholders and stakeholders, Over the last several years we have significantly improved our operating performance. With a clear focus on delivering for our customers, driving productivity, and generating cash flows, we have become more competitive in both our tissue and paperboard businesses. This performance has enabled us to significantly improve our financial health and reduce net debt by more than $450 million since 2020. Our improved balance sheet and strong financial flexibility paved the way for our recently announced agreement to acquire the Augusta, Georgia paperboard manufacturing facility from Graphic Packaging. We ~~performed well in 2021 despite volatile demand, significant inflation,~~believe Augusta is a great fit with our strategy and ~~supply chain challenges~~will strengthen our position as a premier, independent paperboard supplier to North American converters.
Our tissue business continued its trajectory of performance improvement. Margins improved meaningfully due to great operational results and with the ~~COVID pandemic.~~ ~~In our paperboard business, demand growth~~help of strong market conditions. Adjusted EBITDA for ~~packaging~~tissue more than doubled year over year, and ~~a recovery~~we are optimistic that in ~~food service led to demand outpacing supply. Our paperboard team did an outstanding job servicing our customers and maximizing production.~~ ~~After an unprecedented demand surge in 2020, the tissue business faced~~
~~unpredictable demand swings due to the continued impact~~2024 we can maintain much of ~~the pandemic. Consumers~~ ~~de-stocked~~ ~~their pantries and retail customers reduced inventories during the first half of the year, followed by COVID driven demand spikes in the second half.~~that performance.

~~During 2021, inflation became~~Our paperboard business performed well despite the softening demand that was driven by de-stocking across the value chain. As a ~~significant challenge in most of~~result, we adjusted our ~~cost categories. We~~production to meet demand and manage inventory levels. By managing the necessary downtime well, we were able to ~~partly mitigate these headwinds through higher pricing~~continue to deliver healthy Adjusted EBITDA margins during the year. We remain optimistic about our long-term prospects in paperboard as our customers and ~~productivity.~~ consumers look for more sustainable solutions in packaging.

I am also pleased by the progress that we are continuing to make towards sustainability:

We ~~also proactively managed domestic~~now have specific and ~~global supply chain risks to maintain our production.~~validated Scope 1 & 2 and Scope 3 greenhouse gas emissions reductions targets with the Science Based Targets initiative (SBTi).

We continue to ~~be committed~~commercialize sustainability focused products, including NuVo with BioPBS. This cupstock includes up to ~~bringing to market products for a sustainable, circular economy. We now offer paperboard products containing~~35% post-consumer recycled ~~content~~fiber with a high-definition print surface and a compostable ~~cup alternative.~~alternative to low-density polyethylene.

~~You can find a summary of our 2021 performance highlights on page 2.~~

~~Our top priorities remained consistent~~We reduced safety risk by 27% in ~~2021 – the health and~~2023 by investing in proactive safety of our people and operating our assets to service customers. In addition to our previous COVID safety measures, we implemented weekly testing for all our people and secured a regular supply of test kits. These measures helped mitigate risks of COVID within our facilities and ensured that we could continue operating our assets in a challenging pandemic environment. Our people did an outstanding job, their commitment to each other and our customers helped minimize the business impact from COVID. We are very thankful for their commitment.

~~We are well positioned for a solid 2022~~controls consistent with our ~~focus on operational execution and cash flow generation.~~ safety-first culture.

We continue to ~~reduce net debt while sustaining~~focus on creating and ~~improving~~fostering a supportive and inclusive work environment by enhancing policies, benefits, and supporting employee well-being.

Our new sustainability framework is “Everyday Responsibility.” It is a simple statement that reflects our ~~assets. In~~core values and how we operate our business. Everyday Responsibility is centered on three distinct pillars: Resource Stewardship, Trusted Products, and Thriving People and Communities. This approach is intended to guide our strategy, our investments, and day-to-day decision making.

We believe in the ~~long run, we see~~long-term investment proposition of our company and appreciate the ~~following key strengths~~trust that you place in ~~our businesses:~~

^·

~~We operate well-positioned paperboard assets, with a geographic footprint enabling us to efficiently service customers~~

^·

~~We have a national footprint in our private-branded tissue business with an ability to supply a wide range of product categories and quality tiers~~

^·

~~We have a solid track record of product innovation and sustainability~~

~~We achieved certifications for sustainably sourced fiber nearly a decade ago~~

~~We launched NuVo~~^® ~~cupstock and ReMagine~~^® ~~folding carton brands, both contain post-consumer recycled content that meets FDA compliance for direct food contact~~

~~We now offer BioPBS~~^™ ~~coating for our NuVo cup stock, which provides our customer with a compostable cup alternative~~

^·

We provide an attractive employee value proposition with a gender-diverse leadership team, a diversity, equity and inclusion program, a wide array of employee benefits, and ethical core values that guide our decisions.

all of us at Clearwater ~~Paper Corporation 2022~~

Paper. We seek your voting support for the items described in this proxy statement. ~~Thank you for your investment and trust in Clearwater Paper.~~

Sincerely,

LOGO

Arsen S. Kitch

President and Chief Executive Officer

Clearwater Paper Corporation ~~2022~~2024

PROXY STATEMENT TABLE OF CONTENTS


		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1

1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2023 PERFORMANCE HIGHLIGHTS	2
1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ENVIRONMENTAL HIGHLIGHTS	3

2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	GOVERNANCE HIGHLIGHTS	4
		BOARD OF DIRECTORS	6
		Board Skills Summary	7
		Director Nominees	7
		Nominees for Election at this Meeting for a Term Expiring in 2027 (Class I)	8
		Directors Continuing in Office until 2025 (Class II)	9
		Directors Continuing in Office until 2026 (Class III)	10
		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	12
		CORPORATE GOVERNANCE	14
		Corporate Governance Guidelines; Code of Business Conduct and Ethics	14
		Director Independence	14
		Board Meetings	14
		Nominees for Director	15
		Board Succession Planning and Recruitment	16
		Board Leadership Structure	16
		Board Committees	17
		Board and Risk Oversight	18
		Compensation Committee Interlocks and Insider Participation	20
		Communication with Directors	20
		Transactions with Related Persons	20
		COMPENSATION OF DIRECTORS	21
		2023 Compensation of Non-Employee Directors	21
3	CORPORATE RESPONSIBILITY	CORPORATE RESPONSIBILITY	24
		Our Focus Areas	24
		Resource Stewardship	24
		Thriving People and Communities	25
		Trusted Products	26

4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	COMPENSATION COMMITTEE REPORT	27
		EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	28
		Executive Summary	29
		Listening to our Stockholders	29
		Executive Compensation Practices	30
		2023 Executive Compensation Practice	31
		2023 Annual Incentives	34
		Long-Term Incentives	36
		Other Compensation Related Matters	38

Clearwater Paper Corporation 2024



		EXECUTIVE COMPENSATION TABLES	42

		2023 Compensation	42
		Post-Employment Compensation	47
		Potential Payments Upon Termination or Change of Control	49
		CEO Pay Ratio	54
		Pay vs Performance	56
5	AUDIT COMMITTEE REPORT	AUDIT COMMITTEE REPORT	59
5	AUDIT COMMITTEE REPORT	FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59

6	ANNUAL MEETING INFORMATION	SUMMARY	60
		GENERAL INFORMATION	60
		Forward Looking Statements	63
		Internet Availability of Annual Meeting Materials	63
		ANNUAL MEETING INFORMATION	63

7	PROPOSALS	PROPOSAL 1—ELECTION OF DIRECTORS	68
		PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024	69
		PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	70
		PROPOSAL 4—APPROVAL AND ADOPTION OF RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD	71
		APPENDIX A	A-1

Clearwater Paper Corporation 2024

iii

~~Letter from our Independent Executive Chair of the Board~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:

Thursday, May 9, 2024

Time:

9:00 a.m. Pacific

Place:

Grand Hyatt Seattle
721 Pine Street,
Seattle WA 98101

Via webcast:

https://register.proxypush.com/CLW

Record Date:

March 11, 2024

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders or Annual Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. Each attendee must present the proper form of documentation (as described in the section “Annual Meeting Information”) to be admitted.

You may vote your shares in one of four ways:

MAIL

Return the proxy card by mail in the postage paid envelope

INTERNET

go to www.proxyvote.com

TELEPHONE

call the toll free number

1-800-690-6903

IN PERSON

Attend the Annual Meeting with your ID.

MEETING AGENDA / PROPOSALS

We are holding this meeting to:

elect three directors to the Clearwater Paper Corporation Board of Directors;

ratify the appointment of our independent registered public accounting firm for 2024;

hold an advisory vote to approve the compensation of our named executive officers;

approve the Amended and Restated Certificate of Incorporation of Clearwater Paper Corporation to declassify the Board of Directors commencing with the 2025 Annual Meeting; and

transact any other business that properly comes before the meeting.

Financial and other information concerning Clearwater Paper is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2023. This proxy statement and our 2023 Annual Report to Stockholders are available on our website at www.clearwaterpaper.com by selecting “Investors,” “Financial Info” and then “Annual Reports.” Additionally, and in accordance with SEC rules, you may access our proxy materials at www.proxyvote.com which does not have “cookies” that identify visitors to the site.


NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS		By Order of the Board of Directors,
On or about March 29, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders containing instructions on how to access our 2024 Proxy Statement and 2023 Annual Report to Stockholders. Some of our stockholders, including stockholders that hold shares in one of our Clearwater Paper 401(k) Savings Plans, were not mailed the Notice and instead were mailed paper copies of our 2024 Proxy Statement and 2023 Annual Report on or about March 29, 2024.		MICHAEL S. GADD
		Senior Vice President, General Counsel and Corporate Secretary

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

1. KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS

2023 PERFORMANCE HIGHLIGHTS

LOGO

OVERALL

Net sales $2.1 billion

Net income $108 million

Adjusted EBITDA $281 million

PULP AND PAPERBOARD

Prices slightly higher versus prior year

•

~~Clearwater Paper Corporation~~

~~601 West Riverside, Suite 1100~~

~~Spokane, WA 99201~~Soft demand from de-stocking

~~Dear Clearwater Paper stockholders and stakeholders,~~

It is my privilege to serve as Clearwater Paper’s Board Chair. This year I want to share with you some important ways the Board works together to provide independent oversight of management and stewardship of your interests:

~~Independent Board Oversight~~: As Chair, I work closely with the CEO to facilitate meaningful dialogue with the independent directors on all major business, capital deployment and strategy issues. We work together to shape the agenda for each Board meeting and I preside over the executive sessions of the Board. The independent chairs of our Board’s committees perform similar functions for each of their respective committees.

~~Board Refreshment~~~~: Board refreshment~~Adjusted production to manage inventory levels

CONSUMER PRODUCTS

Tissue prices increased

Strong operational execution

Reduced input costs

CAPITAL STRUCTURE

Continued to maintain strong financial flexibility

Repurchased $18 million of stock

Reduced debt $103 million

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), we disclose Adjusted EBITDA which is andefined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items. Adjusted EBITDA is not a substitute for the GAAP measure of net income. We disclose Adjusted EBITDA because it is used as important responsibility of the Board. In recent years, several new Board members have been added to the Board. Christine M. Vickers Tucker was appointed an independent director in 2021. Over and above her manufacturing and consumer product experience, Ms. Vickers Tucker’s human capital and diversity and inclusion experience provides the Board with insight into enhancing Clearwater Paper’s diversity and inclusion initiatives. Ann C. Nelson was appointed an independent director in 2020, and adds to the Board her financial, human capital, cybersecurity, and environmental/sustainability experience. John J. Corkrean was appointed an independent director in 2019. His financial, cybersecurity, and public company experience make him well qualified to serve as the chairsupplemental measure of our ~~audit committee. Joe W. Laymon was also appointed an independent director~~performance and believe that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in ~~2019~~the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. We use Adjusted EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and ~~brings his human~~ capital ~~diversity~~structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, ~~inclusion,~~therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and ~~corporate social responsibility experience~~depreciation and amortization which are necessary to ~~his role on the Board and its compensation and nominating and governance committees. These additions, coupled~~operate our business or which we otherwise incurred or experienced in connection with the ~~extensive and varied experience~~operation of ~~Arsen S. Kitch, Kevin J. Hunt and John P. O’Donnell, provide~~our business. A reconciliation of Adjusted EBITDA may be found under the ~~Board with a diversity of perspectives on business and societal challenges.~~heading Non-GAAP Financial Measures in this Proxy Statement.

Succession planning is part of the Board agenda, and we will seek exceptional and diverse candidates with appropriate skills to replace outgoing directors, as evidenced by the appointment of Ms. Vickers Tucker to the Board in anticipation of William D. Larsson completing his tenure as a director this year. We also intend to continue to refresh and diversify our board.

~~Corporate Social Responsibility~~Clearwater Paper Corporation 2024

CORPORATE SOCIAL RESPONSIBILITY (CSR): AND ENVIRONMENTAL HIGHLIGHTS

Clearwater Paper’s Board and management carefully consider the impact our decisions have beyond our bottom line. Our commitment to the environment, the communities in which we do business, and the health, safety and equal opportunity for all of our employees is the foundation of our long-term success. ~~I am~~We are proud to highlight this commitment in the Corporate Responsibility section of this proxy and in our ~~Corporate and Social Responsibility report,~~2023 Sustainability Report, which can be found on our website at www.clearwaterpaper.com under ~~“Sustainability”.~~“Sustainability.” The Sustainability Report includes our goals to reduce greenhouse gas emissions and diversity goals.

We continue to disclose our climate actions through the CDP (formerly the Carbon Disclosure Project) and increase transparency in our air emissions. In 2023, we received an overall rating of a B from the CDP. The Science Based Targets Initiative (SBTi) approved our greenhouse gas (GHG) emission reduction goals of reducing Scope 1 and 2 absolute GHG emissions 29.1% by 2030 and reducing Scope 3 GHG absolute emissions 25% by 2030. In 2022, we completed 6 energy efficiency projects, requiring an aggregate capital investment of approximately $1 million to reduce overall energy consumption, emissions and operating expenses, including approximately $270,000 to reduce energy consumption by installing new LED lighting and power quality systems, resulting in over 1.4 million kilowatt hours of energy savings. We continue working with globally recognized sustainability consultants to help us analyze and reduce our scope 1, 2 and 3 GHG emissions.

Clearwater Paper Corporation 2024

Commitment to Strong Governance Standards: We follow and abide by the following best practices:

Independence, ~~and~~ Board Composition and Refreshment

~~Following the 2022 annual shareholder meeting, after which Mr. Larsson will complete his tenure as a director, pursuant to our director age policy, the~~The Board ~~will have~~currently has 9 members, 8 ~~members, 7~~ of whom are independent and 4 of whom reflect diversity in gender, ethnicity, ~~race~~ or ~~nationality.~~race.

Since 2019, 5 new Board members have been added to the Board.

There are ~~three~~3 standing committees, each made up entirely of independent directors.

~~As Chair, I regularly meet with the other~~The independent directors meet regularly without management present.

~~Clearwater Paper Corporation 2022~~Board Practices

~~iii~~

~~Board Practices~~

The Board ~~performs~~and the Board committees each perform a self-evaluation on an annual basis.

The Board imposes age limits on independent directors.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Each standing committee operates under a committee charter.

The Board oversees risk management practices. The Board and the Audit Committee are responsible for ~~Cybersecurity and~~ Data Privacy oversight.

The Board oversees our ~~environmental, social and governance~~sustainability practices: ~~the Compensation Committee oversees Human Capital Management and~~ the Nominating and Governance Committee, or Nominating Committee, assists the Board with respect to the overall oversight and implementation of our ~~ESG~~sustainability practices, including environmental ~~initiatives.~~initiatives; the Compensation Committee oversees human capital management, and the Audit Committee assists with the oversight of the public reporting of sustainability data.

The Board regularly receives information concerning, and provides input on, succession planning.

The Board and its committees met 24 times in ~~2021.~~2023.

The Compensation Committee annually reviews the performance of our Chief Executive Officer, with the participation of all of our independent directors.

~~Each Board committee annually performs a self-evaluation, and the~~The Nominating ~~and Governance~~ Committee performs an annual performance evaluation ~~of the Board as a whole and the performance~~ of the Chair of the Board.

•

We have adopted a Code of Business Conduct and Ethics, which outlines our insider trading, anti-corruption and ~~money laundering~~anti-bribery policies, and a Code of Ethics for our senior officers. We also have adopted Corporate Governance Guidelines, and a Human Rights Policy, each of which is available on our website at www.clearwaterpaper.com under “Investors” then “Governance.”

We do not have a “poison pill” in place.

We adopted a clawback policy in compliance with Dodd-Frank.

Leadership Structure

The Chair of the Board and the CEO are separate.

Beginning on March 1, 2020, the Board appointed me to serve as the Independent Executive Chair on an interim basis to help facilitate the leadership change in our CEO position. Following the successful transition of the company’s leadership to Arsen Kitch, I will no longer serve or receive an additional retainer as the company’s Independent Executive Chair following our 2022 annual meeting.

Voting and Nominating

There is a majority voting requirement in uncontested director elections.

Each share of Clearwater Paper is entitled to only one vote.

~~Stock Ownership Requirement~~

~~Directors~~At the Annual Meeting, if the shareholders approve the amended and ~~executive officers~~restated certificate of incorporation to declassify the Board, our Board’s class terms would be eliminated over a three-year period commencing with the 2025 annual stockholder meeting and provide for an annual election of all ~~are required to satisfy minimum stock ownership requirements.~~directors commencing with the 2027 Annual Meeting.

~~I thank you for your support. The Board is committed to serving your interests and we look forward to continued conversations in the years to come.~~

~~Alexander Toeldte~~

~~Independent Executive Chair of the Board~~

Clearwater Paper Corporation ~~2022~~2024

iv5



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

~~PROXY STATEMENT TABLE~~BOARD OF ~~CONTENTS~~DIRECTORS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 1
1 KEY PERFORMANCE AND ENVIRONMENTAL HIGHLIGHTS 2
2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS BOARD OF DIRECTORS 4
   Board Skills Summary 5
   Director Nominees 5

    Nominees for Election at this Meeting for a Term Expiring in 2025 (Class II)
6

   Directors Continuing in Office until 2023
(Class III)
7

   Directors Continuing in Office until 2024
(Class I)
8
   Directors Whose Term Ends in May 2022 After    Reaching the Mandatory Retirement Age 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 10
CORPORATE GOVERNANCE 12

    Corporate Governance Guidelines; Code of Business Conduct and Ethics
12
   Director Independence 12
   Board Meetings 12
   Nominees for Director 13
   Board Succession Planning and Recruitment 14
   Board Leadership Structure 14
   Board Committees 15
   Board and Risk Oversight 17

    Compensation Committee Interlocks and Insider Participation
18
   Communication with Directors 18
   Transactions with Related Persons 19
COMPENSATION OF DIRECTORS 20

    2021 Compensation of Non-Employee Directors
20
3
CORPORATE RESPONSIBILITY
CORPORATE RESPONSIBILITY 23
ENVIRONMENTAL 24
SOCIAL 25
GOVERNANCE 26

4 EXECUTIVE COMPENSATION DISCUSSION AND TABLES COMPENSATION COMMITTEE REPORT 27
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 28
   Executive Summary 29
   Listening to our stockholders 30
   Executive Compensation Practices 31
   2021 Executive Compensation Practice 32
   2021 Annual Incentives 35
   Long-Term Incentives 37
   Other Compensation Related Matters 39

~~Clearwater Paper Corporation 2022~~

EXECUTIVE COMPENSATION TABLES 44
   2021 Compensation 44
   Post-Employment Compensation 49

    Potential Payments Upon Termination or Change of Control
51
5 AUDIT COMMITTEE REPORT AUDIT COMMITTEE REPORT 58
   Fees Paid to Independent Registered Public    Accounting Firm 58
SUMMARY 59
6 ANNUAL MEETING INFORMATION GENERAL INFORMATION 59
   Forward Looking Statements 60
INTERNET AVAILABILITY OF ANNUAL MEETING MATERIALS 61
ANNUAL MEETING INFORMATION 61
7 PROPOSALS PROPOSAL 1—ELECTION OF DIRECTORS 66
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 67
PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION 68

~~Clearwater Paper Corporation 2022~~

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~Date:~~

~~Monday, May 16, 2022~~

~~Time:~~

~~9:00 a.m. Pacific~~

~~Place:~~

~~601 W. Riverside Ave.,~~

~~Spokane, WA 99201~~

~~Via webcast:~~

~~https://register.proxypush.com/CLW~~

~~Record Date:~~

~~March 18, 2022~~ LOGO

Arsen S. Kitch, 42

President and Chief Executive Officer

Tenure: 3.9 years | Other Public Boards: 0

LOGO

~~YOUR VOTE IS VERY IMPORTANT~~~~. Whether or not you plan to attend~~Alexander Toeldte, 64

Independent

Chair of the ~~Annual Meeting~~Board

CEO and Director of Stockholders, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. Each attendee must present the proper form of documentation (as described in the section “Annual Meeting Information”) to be admitted.Boise, Inc (retired)

~~You may vote your shares in one of four ways:~~Tenure: 8 years | Other Public Boards: 0

~~MAIL~~

~~Return the proxy card by mail in the postage paid envelope~~

~~INTERNET~~

~~go to www.proxyvote.com~~

~~TELEPHONE~~

~~call the toll free number~~

~~1-800-690-6903~~

~~IN PERSON~~

~~Attend the Annual Meeting with your ID.~~

~~Meeting Agenda / Proposals~~

~~We are holding this meeting to:~~

	^·
5		~~elect two~~new independent directors to added over the ~~Clearwater Paper Corporation Board of Directors;~~ past five years.


		^·
		~~ratify the appointment of our independent registered public accounting firm for 2022;~~

^·

~~hold an advisory vote to approve the compensation of our named executive officers; and~~

^·

~~transact any other business that properly comes before the meeting.~~

Financial and other information concerning Clearwater Paper is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2021. This proxy statement and our 2021 Annual Report to Stockholders are available on our website at ~~www.clearwaterpaper.com~~ by selecting “Investors,” “Financial Info” and then “Annual Reports.” Additionally, and in accordance with SEC rules, you may access our proxy materials at www.proxyvote.com which does not have “cookies” that identify visitors to the site.


~~Notice Regarding the Availability of Proxy Materials~~		~~By Order~~Jeanne M. Hillman, 64 Independent Vice President of ~~the Board~~Enterprise Technology and Governance of ~~Directors,~~
~~Notice Regarding the Availability of Proxy Materials~~	On or about April 5, 2022, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders containing instructions on how to access our 2022 Proxy Statement and 2021 Annual Report to Stockholders. Some of our stockholders, including stockholders that hold shares in one of our Clearwater Paper 401(k) Savings Plans, were not mailed the Notice and instead were mailed paper copies of our 2022 Proxy Statement and 2021 Annual Report on or about April 5, 2022.
		~~MICHAEL S. GADD~~Weyerhaeuser Company (retired)
		~~Senior Vice President, General Counsel~~Tenure: 1.4 years \| Other Public Boards: 0 ~~and Corporate Secretary~~
		Ann C. Nelson, 64 Independent Lead Audit Partner of KPMG (retired)
		Tenure: 3.8 years \| Other Public Boards: 1

		John J. Corkrean, 58 Independent Audit Chair EVP and CFO of H.B. Fuller Company
		Tenure: 4.9 years \| Other Public Boards: 0


		Christine M. Vickers Tucker, 56 Independent Vice President and General Manager of The Clorox Professional Products Company (retired)
		Tenure: 2.8 years \| Other Public Boards: 0

		Joe W. Laymon, 71 Independent Vice President, Human Resources and Corporate Services of Chevron Corporation (retired)
		Tenure: 4.9 years \| Other Public Boards: 1

~~Clearwater Paper Corporation 2022~~

LOGO

John P. O’Donnell, 63

Independent

Nomination & Governance Chair

CEO, president and a director of Neenah, Inc. (retired)

Tenure: 8 years | Other Public Boards: 0

1 KEY PERFORMANCE AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4 EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS

LOGO

Kevin J. Hunt, 72

Independent

Compensation Chair

Former CEO, president and a director of Ralcorp Holdings, Inc. (retired)

Tenure: 11.2 years | Other Public Boards: 1

~~1. KEY PERFORMANCE AND ENVIRONMENTAL HIGHLIGHTS~~

~~2021 PERFORMANCE HIGHLIGHTS~~


COMMITTEE PARTICIPATION:

Chair						Member

~~We are a premier private brand tissue manufacturer~~Audit – Audit committee Compensation – Compensation committee Nom. & Gov. – Nominating and ~~producer of high-quality paperboard products. Our products can provide more sustainable alternatives to products made from~~ ~~non-renewable~~ ~~resources. Coming off an extraordinary 2020 with unprecedented demand for tissue products due to COVID, 2021 was a strong year more in line with~~ ~~pre-2020~~ years. In 2021, we continued to mitigate the risks of COVID across our sites through enhanced safety measures and employee testing program, while operating assets and servicing customers through COVID and other supply chain challenges during the year. The accomplishments highlighted below strengthened our enterprise resilience. We finished the year with a net loss of $28 million, when adjusted for, amongst other things, costs associated with the disposition of our Neenah facility, resulted in $175 million adjusted EBITDA.

~~For our consumer products division, we managed through significant volatility in demand, from COVID related demand spikes to consumer and retailer inventory~~ ~~de-stocking,~~ and significant cost inflation while adjusting business operations to meet demand and manage inventory. Our pulp and paperboard division experienced strong demand for paperboard products, outpacing supply and implemented price increases. This division continued the ramp of products for the circular economy with NuVo^® ~~cup stock, and ReMagine~~^®~~, a premium folding carton paperboard with up to 30% recycled content.~~

In 2021, we launched a multi-year operational performance improvement effort to the offset effects of margin compression, defined our company’s mission critical objectives and key focus areas, and updated our core values. We continued to execute on our near-term strategy to prioritize free cash flow while paying down debt. In that respect, in 2021, we reduced net debt by $69 million for a total reduction of $269 million since 2020 and reduced our term loan balance to $50 million from $300 million as of the end of 2019. We also completed major maintenance outages at our Cypress Bend, Arkansas and Lewiston, Idaho mills on time and on budget, and realized $13 million in net proceeds from the sale of our facility in Neenah, Wisconsin, which was part of the network optimization of our tissue business.Governance committee

Clearwater Paper Corporation ~~2022~~

~~ENVIRONMENTAL HIGHLIGHTS~~

We completed our first report through the Carbon Disclosure Project (CDP), which enabled us to quantify our greenhouse gas emissions and begin our efforts to establish goals to reduce climate impacts. In the year reported, 2020, we completed 5 energy efficiency projects, requiring an aggregate capital investment of $2.6 million to reduce overall energy consumption, emissions and operating expenses. We also reduced our water usage by 9% from baseline and continue to clean and redeploy a majority of our water to its original source. We are working with a globally recognized sustainability consultant to help us analyze and reduce our scope 1 and 2 greenhouse gas (GHG) emissions. In 2022, we intend to establish specific targets and plans, with a goal of a 30% reduction in emissions by 2030.2024

~~Clearwater Paper Corporation 2022~~6



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

~~2. CORPORATE GOVERNANCE AND~~ BOARD ~~OF DIRECTORS~~

~~BOARD OF DIRECTORS~~

~~Clearwater Paper Corporation 2022~~

~~Board Skills Summary~~SKILLS SUMMARY

Our Board of Directors possesses diverse
experience and
perspectives in various areas
critical to our business. The Board’s
collective
knowledge ensures appropriate management
and risk
oversight and supports our goal of
creating long-term sustainable
stockholder
value.

LOGO

Senior Executive/Strategic Leadership: Senior leadership experience in complex public and private organizations as an officer or board member

●

Sustainable Manufacturing/Supply Chain: Experience and responsibility for managing or overseeing sustainable manufacturing operations and/or supply chain logistics of a company

●

Strategy/M&A: Strategic planning, merger and acquisition and/or divestiture experience

●

~~Paper Industry/Consumer Products:~~ Paper/Tissue Industry: Experience with the pulp, tissue and paperboard industry or consumer products

●

Human Capital Management & Executive Compensation: Experience in human resources, diversity and inclusion, leadership development, talent management, executive compensation issues, and/or health and safety

●

Audit/Accounting/Finances: Experience preparing, auditing, analyzing, or evaluating financings and financial statements for a complex business.

●

Other Board Experience: Corporate governance experience gained as a director of a publicly listed company or other complex ~~organization.~~organization

●

Cybersecurity: Experience with cybersecurity risk management

●

~~Environmental, Social, and/or Governance (ESG):~~ Sustainability: Experience with implementation of ~~the environmental, social~~sustainability practices

●

Risk Management: Experience with financial and/or ~~governance policies, programs, and practices~~operational risk management.

●

~~Director Nominees~~DIRECTOR NOMINEES

This table provides a summary of information regarding our ~~two~~three director nominees.

Name Age Director
Since Current Principal
Occupation Independent Current Committee Memberships

Other
Public
Boards

Audit Compensation Nominating
and
Corporate
Governance

Kevin J.
Hunt

70 2013 Retired CEO Yes * * 1

Ann C.
Nelson

62 2020 Retired Audit Partner Yes * * 1

Current Committee Memberships

Name

Age

Director
Since

Current Principal
Occupation

Independent

Audit

Compensation

Nominating
and
Corporate
Governance

Other
Public
Boards

John J. Corkrean

2019

EVP & CFO

Yes

Arsen S. Kitch

2020

CEO

Alexander Toeldte

2016

Retired CEO

Yes

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Our Board of Directors currently is divided into three classes serving staggered three-year terms. The average tenure of our ~~continuing~~ independent directors is ~~4.3~~5.6 years. At the Annual Meeting, our stockholders will be asked to elect ~~two~~three individuals to serve as directors until the ~~2025~~2027 Annual Meeting. See “Proposal No. 1—Election of Directors.” Our ~~bylaws~~Bylaws require our directors to be elected by a majority vote of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting. At the Annual Meeting, if the shareholders approve the amended and restated certificate of incorporation to declassify the Board, the class terms would be eliminated over a three-year period commencing with the 2025 Annual Stockholder Meeting and provide for an annual election of all directors commencing with the 2027 Annual Meeting.

Below are the names and ages of our nine directors as of the date of this proxy statement, the year each became a director, each director’s principal occupation or employment for at least the past five years, and other public company directorships held by each director during the past five years. Unless authority is withheld, the persons named as proxies in the voting materials made available to you or in the accompanying proxy will vote for the election of the nominees listed below. We have no reason to believe that any of these nominees will be unable to serve as a director. If any of the nominees becomes unavailable to serve, however, the persons named as proxies will have discretionary authority to vote for a substitute nominee.

~~Nominees for Election at this Meeting for a Term Expiring in 2025 (Class II)~~NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027 (CLASS I)

~~Kevin~~John J. ~~Hunt~~ Corkrean LOGO

Biography: Mr. ~~Hunt~~Corkrean (age 70) has been a director since January 2013. From January 2013 to January 2014, he served as a consultant to ConAgra Foods, Inc., which acquired Ralcorp Holdings Inc. in January 2013. Mr. Hunt served as president, CEO and a director of Ralcorp Holdings Inc., a producer of private-brand foods and food service products from January 2012 to January 2013. He served as ~~co-CEO~~ and president of Ralcorp from 2003 until 2012 and as a director from 2004 until the company’s acquisition in 2013. Prior to that period, Mr. Hunt was corporate vice president and president of Bremner Food Group. Mr. Hunt served as an advisory director of Berkshire Partners LLC, a private equity firm, from 2013 to 2015. He served as a director of Vi Jon, a manufacturer of private label personal care products owned by Berkshire Partners, from 2012 to 2017. He served as a senior advisor for C.H. Guenther and Son, Inc., a leading producer of branded and private-label food products from August 2018 until December 31, 2021.

~~Current Public Directorships:~~ ~~Mr. Hunt has served as a director of Energizer Holdings, Inc. (NYSE: ENR), a manufacturer of primary batteries and portable lighting products since its~~ ~~spin-off~~ ~~from Edgewell Personal Care Company (NYSE: EPC) in July 2015. He is a member of Energizer’s human capital committee and serves as chairman of its finance and oversight committee.~~

~~Qualifications:~~ Our Nominating and Governance Committee, or Nominating Committee, believes Mr. Hunt’s experience with private label consumer product companies, human capital management, M&A, business operations, financial expertise, strategic planning and both executive management and board experience make him an asset to our Board.

~~Ann C. Nelson~~

~~Biography:~~ ~~Ms. Nelson (age 62)~~58) has been a director since May ~~2020. Ms. Nelson served~~2019, serving as a lead audit partner of KPMG, LLP, an audit services firm, from August 1982 until her retirement in September 2019. Prior to that she served in various positions with KPMG including lead client partner.

~~Current Public Directorships:~~ ~~Ms. Nelson has served as a director and~~ chair of ~~the audit committee and is a member of the nominating and corporate governance committee of Rayonier, Inc. (NYSE: RYN), a timber REIT~~our Audit Committee since ~~2020.~~

~~Clearwater Paper Corporation 2022~~

~~Qualifications:~~ Our Nominating Committee believes Ms. Nelson’s leadership capabilities, knowledge of the paper industry as well as experience with ESG, cybersecurity, and human capital management, expertise in account and financial reporting, and experience as a chair of the audit committee of another public company make her an asset to our Board.

~~Directors Continuing in Office until 2023 (Class III)~~

~~Joe W. Laymon~~

~~Biography:~~ Mr. Laymon (age 69) has been a director since May 2019. Mr. Laymon served as vice president, human resources and corporate services at Chevron Corporation (NYSE:CVX), a leading global integrated energy company from 2008 until his retirement in 2017.

~~Current Public Directorships:~~ Mr. Laymon has served on the board of directors for Peabody Energy (NYSE:BTU), a global coal company, since 2017 and serves as the chair of the compensation committee as well as is a member of the health, safety, security & environmental committee.

~~Qualifications:~~ Our Nominating Committee believes Mr. Laymon’s leadership and executive compensation, diversity and inclusion, ESG, cybersecurity, and human capital management experience and experience as a chair of the compensation committee of another public company make him an asset to our Board.

~~John P. O’Donnell~~

~~Biography:~~ Mr. O’Donnell (age 61) has been a director since April 2016. Mr. O’Donnell served as president and CEO of Neenah, Inc. (NYSE: NP), a global specialty materials company, from May 2011 and as a director from November 2010 until his retirement in July 2020. He served as Neenah Inc.’s COO from June 2010 to May 2011 and as president, Fine Paper from 2007 to June 2010. Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the consumer products division where he served as president of the north american retail business from 2004 through 2007, and as president of the north american commercial tissue business from 2002 through 2004.

~~Qualifications:~~ Our Nominating Committee believes Mr. O’Donnell’s leadership, strategic planning, human capital management, M&A, supply chain and consumer product paper industry experience make him an asset to our Board.

~~Christine M. Vickers Tucker~~

~~Biography:~~ Ms. Vickers Tucker served as the Vice President and General Manager, The Clorox Company Professional Products Company, a business unit of The Clorox Company, (NYSE:CLX), a leading manufacturer and marketer of consumer and professional products, from April 2020 until her retirement in October 2021. Prior to that she was the Vice President and General Manager of The Clorox Professional Products Company & Retail Laundry Division from September 2018 to April 2020, and Vice President and General Manager, The Clorox Professional Products Company from October 2014 through August 2018, and Vice President and General Manager of The Clorox Company of Canada from October 2012 through October 2014. Previously she held various managerial, sales and marketing positions within The Clorox Company beginning with Associate Marketing Manager at Hidden Valley, Clorox Bleach, ~~Pine-Sol~~ ~~Brands starting in August 1995.~~

~~Qualifications:~~ ~~Our Nominating Committee believes Ms. Vickers Tucker’s knowledge of and experience with human capital management, professional and consumer products, strategic planning,~~ ~~business-to-business~~ ~~sales and marketing and manufacturing operations make her an asset to our Board.~~

~~Clearwater Paper Corporation 2022~~

~~Directors Continuing in Office until 2024 (Class I)~~

~~John J. Corkrean~~

~~Biography:~~ ~~Mr. Corkrean (age 56) has been a director since May~~ 2019. Mr. Corkrean currently serves as executive vice president and chief financial officer for H.B. Fuller Company (NYSE:FUL), a global adhesive, sealants and chemical products manufacturer, a position he has held since 2016. Prior to that he was employed by Ecolab for 17 years in a series of financial leadership roles ~~concluding~~including from ~~2014-2016~~2014 through 2016 as senior vice president, finance for the global energy service division.

Qualifications: Our Nominating Committee believes Mr. Corkrean’s financial, cybersecurity, executive compensation, ~~and~~ public company expertise and leadership background make him an asset to our Board.

Arsen S. Kitch

Biography: Mr. Kitch (age ~~40)~~42) has been a director since April 1, 2020. He has served as the company’s president and CEO since April 1, 2020. He served as the company’s senior vice president, general manager, consumer products division from May 2018 to April 2020 and served as vice president, general manager, consumer products division from January 2018 to May 2018. He served as the company’s vice president, finance and vice president financial planning and analysis from January 2015 through December 2017, and served as senior director, strategy and planning from August 2013 through December 2014.

Qualifications: Our Nominating Committee believes, as the CEO, Mr. Kitch’s knowledge of our day-to-day operations and the effectiveness of our business strategies provides a valuable perspective to the Board. Additionally, Mr. Kitch’s experience, knowledge, skills and expertise acquired having served as CEO, ~~senior vice president~~Senior Vice President of a major division, and ~~vice president~~Vice President in the financial and strategical planning aspects of the company, M&A, human capital management, and ~~ESG~~sustainability experience make him an asset to our Board.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Alexander Toeldte LOGO

Biography: Mr. Toeldte (age ~~62)~~64) has been a director since April ~~2016.~~2016, serving as Chair of the Board since September 2018 including as Independent Executive Chair from March 2020 to May 2022. Mr. Toeldte ~~has~~ served as the chairman of Jitasa, Inc., a privately held provider of accounting and financial management services for ~~non-profit~~not-for-profit organizations ~~since~~from 2014 ~~and is a member of its compensation committee.~~to 2022. He served as a director of Xerium Technologies, Inc. (NYSE:XRM), a global provider of industrial products and services from 2016 until the company’s sale in 2018 and was a member of its compensation and governance committees. He served as an operating director at Paine & Partners, LLC, a private equity firm until 2016. Mr. Toeldte served as president, CEO and a director of Boise Inc., a paper manufacturer, from February 2008 to 2013 and at Boise Cascade as its executive vice president, paper and packaging from October 2005 to 2008. Mr. Toeldte’s previous experience includes serving as executive vice ~~President~~president of Fonterra Co-operative Group, a New Zealand based global dairy company, and CEO of Fonterra Enterprises. Beforehand Mr. Toeldte served in various capacities with Fletcher Challenge Limited Group, a New Zealand based natural resources conglomerate, including as Group CFO as well as CEO of publicly traded Fletcher Challenge Building ~~fand~~and Fletcher Challenge ~~Paper, as well as Group CFO.~~Paper. He also served as chair of the board of publicly traded Fletcher Challenge Canada. Mr. Toeldte ~~is currently~~was a member of the board of the American Forest & Paper Association, which he chaired in ~~2012.~~2012, from 2008 to 2013 and from 2020 to 2022. Before his executive career Mr. Toeldte was a partner at McKinsey in Canada and Sweden.

Qualifications: Our Nominating Committee believes Mr. Toeldte’s global experience in the consumer products and paper industries, along with experience in other related industries, executive compensation, financial expertise, M&A, and leadership and board experience make him an asset to our ~~Board~~Board.

DIRECTORS CONTINUING IN OFFICE UNTIL 2025 (CLASS II)

Jeanne M. Hillman LOGO

Biography: Ms. Hillman (age 64) has been a director since October 2022. Ms. Hillman served as the vice president, enterprise technology and governance, at Weyerhaeuser (NYSE:WY) a timber, wood products and real estate company from May 2019 until her retirement in March 2020. At Weyerhaeuser, Ms. Hillman served as vice president, chief accounting officer from August 2013 to May 2019 and April 2006 to October 2010. From October 2010 to August 2013, she served as vice president, finance operations for a wood products business improvement initiative. She served in senior financial roles which included accountability for strategic planning, capital investment, and multiple acquisitions and divestitures from 2002 through 2016. Ms. Hillman held various financial and information technology roles beginning in May 1984.

Qualifications: Our Nominating Committee, believes Ms. Hillman’s experience in the wood products industry, financial expertise, governance, information technology, M&A, business operations, strategic planning and executive management experience make her an asset to our Board.

Kevin J. Hunt LOGO

Biography: Mr. Hunt (age 72) has been a director since January 2013, including as Chair of the Compensation Committee since May 2016. From January 2013 to January 2014, he served as a consultant to ConAgra Foods, Inc., which acquired Ralcorp Holdings Inc. in January 2013. Mr. Hunt served as president, CEO and a director of Ralcorp Holdings Inc., a producer of private-brand foods and food service products from January 2012 to January 2013. He served as co-CEO and president of Ralcorp from 2003 until 2012 and as a director from 2004 until the company’s acquisition in 2013. Prior to that period, Mr. Hunt was corporate vice president and president of Bremner Food Group. Mr. Hunt served as an advisory director of Berkshire Partners LLC, a private equity firm, from 2013 to 2015.

Clearwater Paper Corporation ~~2022~~2024

~~Directors Whose Term Ends~~9

1 KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4 EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT
COMMITTEE REPORT 6 ANNUAL
MEETING INFORMATION 7 PROPOSALS

He served as a director of Vi Jon, a manufacturer of private label personal care products owned by Berkshire Partners, from 2012 to 2017. He served as a senior advisor for C.H. Guenther and Son, Inc., a leading producer of branded and private-label food products from August 2018 until December 31, 2021.

Current Public Directorships: Mr. Hunt has served as a director of Energizer Holdings, Inc. (NYSE: ENR), a manufacturer of primary batteries, automotive care and portable lighting products since its spin-off from Edgewell Personal Care Company (NYSE: EPC) in ~~May 2022 After Reaching the Mandatory Retirement Age~~July 2015. He is a member of Energizer’s human capital committee and serves as chairman of its finance and oversight committee.

~~William D. Larsson~~Qualifications: Our Nominating Committee believes Mr. Hunt’s experience with private label consumer product companies, human capital management, M&A, business operations, financial expertise, strategic planning and both executive management and board experience make him an asset to our Board.

Ann C. Nelson

Biography: ~~Mr. Larsson~~Ms. Nelson (age ~~76)~~64) has been a director since ~~December 2008. Mr. Larsson~~May 2020. Ms. Nelson served as ~~senior vice president and CFO~~a lead audit partner of ~~Precision Castparts Corp.,~~KPMG, LLP, an ~~industrial manufacturing company,~~audit services firm, from ~~August 2000~~May 1994 until ~~his~~her retirement in ~~December 2008. Mr. Larsson also~~September 2019. Prior to that, starting in August 1982, she served in various positions with KPMG including lead client partner on a variety of accounts in the forest products industry.

Current Public Directorships: Ms. Nelson has served as a director and chair of ~~Schnitzer Steel Industries from March 2006 until his retirement in January 2022, including having served as chair~~the audit committee and is a member of the nominating and corporate governance committee ~~member~~of Rayonier, Inc. (NYSE: RYN), a timber REIT since 2020.

Qualifications: Our Nominating Committee believes Ms. Nelson’s leadership capabilities, knowledge of the paper industry as well as experience with cybersecurity, and human capital management, expertise in account and financial reporting, and experience as a chair of the audit committee of another public company make her an asset to our Board.

DIRECTORS CONTINUING IN OFFICE UNTIL 2026 (CLASS III)

Joe W. Laymon LOGO

Biography: Mr. Laymon (age 71) has been a director since May 2019. Mr. Laymon served as vice president, human resources and ~~as lead director~~corporate services at Chevron Corporation (NYSE:CVX), a leading global integrated energy company from 2008 ~~to 2014.~~until his retirement in 2017.

Current Public Directorships: Mr. Laymon has served on the board of directors for Peabody Energy (NYSE:BTU), a global coal company, since 2017 and serves as the chair of the compensation committee as well as a member of the health, safety, security & environmental committee.

Qualifications:OurNominating Committee believes ~~his~~Mr. Laymon’s leadership and executive compensation, diversity and inclusion, sustainability, cybersecurity, and human capital management experience ~~as a founding director, as a financial expert,~~ and experience as a ~~lead independent director~~chair of the compensation committee of another public company ~~has made~~make him an asset to our Board.

John P. O’Donnell LOGO

Biography: Mr. O’Donnell (age 63) has been a director since April 2016, including chair of our Nominating Committee since May 2020. Mr. O’Donnell served as president and CEO of Neenah, Inc. (NYSE: NP), a global specialty materials company, from May 2011 and as a director from November 2010 until his retirement in July 2020. He ~~also has~~served as Neenah Inc.’s COO from June 2010 to May 2011 and as president, fine paper from 2007 to June 2010. Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the consumer products division where he served as president of the north american retail business from 2004 through 2007, and as president of the north american commercial tissue business from 2002 through 2004.

Qualifications: Our Nominating Committee believes Mr. O’Donnell’s leadership, strategic planning, human capital management, M&A, supply chain ~~M&A, international~~and consumer product paper industry experience make him an asset to our Board.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Christine M. Vickers Tucker LOGO

Biography: Ms. Vickers Tucker (age 56) has been a director since May 2021. Ms. Vickers Tucker served as the vice president and general manager, The Clorox Professional Products Company, a business ~~ESG~~unit of The Clorox Company, (NYSE:CLX), a leading manufacturer and ~~executive compensation~~marketer of consumer and professional products, from April 2020 until her retirement in October 2021. Prior to that she was the vice president and general manager of The Clorox Professional Products Company & Retail Laundry Division from September 2018 to April 2020, and vice president and general manager, The Clorox Professional Products Company from October 2014 through August 2018, and vice president and general manager of The Clorox Company of Canada from October 2012 through October 2014. Previously she held various managerial, sales and marketing positions within The Clorox Company beginning with Associate Marketing Manager at Hidden Valley, Clorox Bleach, Pine-Sol Brands starting in August 1995.

Qualifications: Our Nominating Committee believes Ms. Vickers Tucker’s knowledge of and experience ~~which is invaluable~~with human capital management, professional and consumer products, strategic planning, business-to-business sales and marketing and manufacturing operations make her an asset to ~~the~~our Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE ~~TWO~~THREE NOMINEES FOR DIRECTOR.

Clearwater Paper Corporation ~~2022~~2024

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table shows the number of shares of common stock beneficially owned, by each owner of more than 5% of our common stock, each of our directors, each executive officer for whom compensation is reported in this proxy statement, and all directors and executive officers as a group. Except for our 5% holders, the table shows beneficial ownership as of ~~March 18, 2022.~~February 29, 2024. The number of shares reported is based on data provided to us by the beneficial owners of the shares. The percentage ownership data is based on ~~16,810,003~~16,559,755 shares of common stock outstanding as of ~~March 18, 2022.~~February 29, 2024. Under SEC rules, beneficial ownership includes shares over which the person or entity exercises voting or investment power and any shares that the person or entity has the right to acquire within 60 days of ~~March 18, 2022.~~February 29, 2024. Except as noted, and subject to applicable community property laws, each owner has sole voting and investment power over the shares shown in this table.

Amount and
Nature of
Common

Amount and Nature of Common
Stock Beneficially Owned

Number of
Shares
Beneficially
Owned

Percent of
Class

Common
Stock
Units (1)

Number of
Shares
Beneficially
Owned

Percent of
Class

Common
Stock
Units (1)

Stockholders Owning More Than 5%

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

2,710,329

(2)

16.12

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

T. Rowe Price Associates, Inc.

100 E. Pratt Street

Baltimore, MD 21202

2,211,034

(3)

13.15

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

T. Rowe Price Investment Mgt., Inc.

100 E. Pratt Street

Baltimore, MD 21202

T. Rowe Price Investment Mgt., Inc.

100 E. Pratt Street

Baltimore, MD 21202

T. Rowe Price Investment Mgt., Inc.

100 E. Pratt Street

Baltimore, MD 21202

T. Rowe Price Investment Mgt., Inc.

100 E. Pratt Street

Baltimore, MD 21202

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

1,169,253

(4)

6.96

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

1,165,443

(5)

6.93

First Sabrepoint Capital Management, LP

8750 North Central Expressway, Suite 920

Dallas, TX 75231

1,007,204

(6)

5.99

Directors and Named Executive Officers

John J. Corkrean

12,378

John J. Corkrean

16,317

Jeanne M. Hillman

1,823

Kevin J. Hunt

25,685

29,624

Arsen S. Kitch

48,194

(7)

Arsen S. Kitch

222,942

(6)

1.34

William D. Larsson

1,000

68,993

Joe W. Laymon

12,378

16,317

Ann C. Nelson

3,000

7,154

Ann C. Nelson

3,000

11,092

John P. O'Donnell

20,135

John P. O’Donnell

24,073

Alexander Toeldte

20,135

Alexander Toeldte

27,355

Christine M. Vickers Tucker (8)

3,100

Christine M. Vickers Tucker

7,039

Sherri J. Baker

Rebecca A. Barckley

Steve M. Bowden

41,429

(9)

Michael S. Gadd

116,169

(10)

Kari G. Moyes

76,853

(11)

Michael J. Murphy

6,170

(12)

Directors and Executive Officers as a Group

(14 persons)

301,311

1.77

169,958

Steve M. Bowden

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS


	Amount and Nature of Common Stock Beneficially Owned
	Number of Shares Beneficially Owned			Percent of Class			Common Stock Units (1)

Michael S. Gadd		101,010	(10)		*

Kari G. Moyes		89,398	(11)		*

Michael J. Murphy		1,000	(12)		*

Directors and Executive Officers as a Group

( 14 persons)		483,807			2.89	%		133,640

*	Less than 1%

(1)

Represents vested common stock units as of ~~March 18, 2022, as well as 3,100~~February 29, 2024, common stock units for ~~each director~~officers that will vest within 60 days of ~~March 18, 2022. These stock units are not actual shares of common stock and have no voting power. In the case of our~~ ~~non-employee~~ ~~directors, these stock units are credited, along with any accrued dividend equivalents, on a~~ ~~one-for-one~~ ~~basis with common stock pursuant to our Deferred Compensation Plan for Directors (see~~ ~~“Compensation of Directors~~~~”). The annual deferred awards to~~ ~~non-employee~~ ~~directors are converted to cash and paid upon separation from service as a director.~~February 29, 2024.

~~Clearwater Paper Corporation 2022~~

(2)

Based on the stockholders’ Schedule ~~13G~~13G/A filed on January ~~27, 2022~~22, 2024, with the SEC, the stockholder serves as a parent holding company registered under the Investment Advisors Act, with sole dispositive power over all of these shares and sole voting power over ~~2,673,325~~2,690,467 of these shares of common stock as of December 31, ~~2021.~~2023. The Schedule indicates that sole dispositive power over all these shares is held as of December 31, ~~2021,~~2023, by the following subsidiaries of Blackrock, Inc.: Aperio Group, LLC; BlackRock Advisors, LLC; ~~Aperio Group, LLC,~~BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; ~~BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.;~~and Blackrock Fund Managers Ltd.~~; BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC.~~ BlackRock Fund Advisors beneficially owns 5% or more of the total shares owned by BlackRock, Inc. More than 5% of the total outstanding shares are held in the interest of iShares Core S&P Small-Cap ETF.

(3)

Based on the stockholders’ Schedule 13G/A filed jointly on February 14, 2022 with the SEC. T. Rowe Price Associates, Inc. serves as an investment advisor and investment company with sole voting power over 797,491 and sole dispositive power of 2,211,034 of these shares as of December 31, 2021, and T. Rowe Price ~~Small-Cap~~ Value Fund, Inc. serves as an investment company registered under the Investment Advisors Act, with sole voting power over 1,377,679 of these shares and sole dispositive power over none of these shares as of December 31, 2021. The Schedule indicates that these shares are held as of December 31, 2021, by various individual and institutional clients. For the purpose of the reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, T. Rowe Price Associates, Inc. and T. Rowe ~~Small-Cap~~ ~~Value Fund, Inc. are deemed to be beneficial owners of such securities; however, each expressly disclaims that it is, in fact, the beneficial owner of such securities.~~

~~(4)~~

~~Based on the stockholders’~~stockholder’s Schedule 13G/A filed on February 9, 2022 with the SEC, the stockholder serves as an investment advisor registered under the Investment Advisors Act, with sole dispositive power over 1,138,382 of these shares, shared dispositive power over 30,871 of these shares, and shared voting power over 20,810 of these shares as of December 31, 2021.

~~(5)~~

~~Based on the stockholder’s Schedule 13G/A filed on February 8, 2022~~2024 with the SEC, the stockholder serves as an investment advisor registered under the Investment Advisors Act, with sole dispositive power over all of these shares, and sole voting power over ~~1,140,318~~1,387,893 of these shares as of December ~~31, 2021~~29, 2023 (subject to the provisions of Note 1 of such 13G/A), however, Dimensional Fund Advisors LP disclaims beneficial owner of such securities.

~~(6)~~(4)

Based solely on ~~the stockholder’s~~a Schedule 13G/A filed by T. Rowe Price Associates, Inc. on February 14, ~~2022 with~~2024. The stockholder is deemed to be the ~~SEC,~~beneficial owner of these shares of the ~~stockholder~~Company’s common stock as a result of being an investment advisor. T. Rowe Price Investment Management, Inc. serves as an ~~individual~~investment advisor with sole voting power over 519,427 and ~~parent holding company/control person, with shared~~sole dispositive ~~power and shared voting~~ power over all of these shares as of December 31, ~~2021.~~2023. The Schedule ~~is jointly filed~~indicates that these shares are held as of December 31, 2023, by ~~First Sabrepoint capital~~various individual and institutional clients. For the purpose of the reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, T. Rowe Price Investment Management, ~~LP, Sabrepoint Capital Participation, Sabrepoint Capital Partners, LP and George Hiland Baxter,~~Inc. are deemed to be beneficial owners of such securities; however, ~~all declare~~they expressly disclaim that ~~the filing~~it is, ~~should not be construed that they are~~ in fact, the beneficial ~~owners.~~owner of such securities.

~~(7)~~(5)

Based on the stockholders’ Schedule 13G/A filed on February 13, 2024 with the SEC, the stockholder serves as an investment advisor registered under the Investment Advisors Act, with sole dispositive power over 1,156,659 of these shares, shared dispositive power over 45,049 of these shares, and shared voting power over 29,994 of these shares as of December 29, 2023.

(6)	Mr. ~~Arsen’s~~Kitch’s shares includes ~~19,932~~(i) 18,561 shares of common stock exercisable under vested stock options and ~~6,490~~(ii) 69,093 restricted stock units that will vest within 60 days of February 29, 2024.

(7)	Ms. Baker joined the Company on ~~April 1, 2022.~~August 14, 2023.

(8)	Ms. ~~Vickers Tucker joined the Board on May 18, 2021.~~Barckley was interim CFO between July1, 2023 and August 13, 2023. Ms. Barckley’s shares include 3,951 restricted stock units that will vest within 60 days of February 29, 2024.

(9)	Mr. Bowden’s shares includes ~~30,594~~4,803 restricted stock units that ~~vested on April 1, 2022.~~will vest within 60 days of February 29, 2024.

(10)

~~Includes~~Mr. Gadd’s shares includes (i) 28 shares of common stock held in Mr. Gadd’s individual account under our 401(k) employee savings plan, (ii) ~~42,630~~35,043 shares of common stock exercisable under vested stock options, and (iii) ~~15,297~~5,559 restricted stock units that ~~vested on April 1, 2022.~~will vest within 60 days of February 29, 2024.

(11)	Ms. Moyes’ shares include ~~29,169~~(i) 27,762 shares of common stock exercisable under vested stock options and ~~30,594~~(ii) 4,592 restricted stock units that ~~vested on April 1, 2022.~~will vest within 60 days of February 29, 2024.

(12)	Mr. ~~Murphy’s shares include 2,376 restricted stock units that will vest~~Murphy left the Company on ~~April 13, 2022.~~June 30, 2023.

Clearwater Paper Corporation ~~2022~~2024

CORPORATE GOVERNANCE

~~Corporate Governance Guidelines; Code of Business Conduct and Ethics~~CORPORATE GOVERNANCE GUIDELINES; CODE OF BUSINESS CONDUCT AND ETHICS

We have established a corporate governance program to help guide our company and our employees, officers and directors in carrying out their responsibilities and duties as well as to set standards for their professional conduct. Our Board has adopted Corporate Governance Guidelines, or Governance Guidelines, which provide standards and practices of corporate governance that we have designed to help contribute to our success and to assure public confidence in our company. Our Governance Guidelines may be found on our website at www.clearwaterpaper.com under “Investors,” then “Governance.” In addition, all standing committees of the Board operate under charters that describe the responsibilities and practices of each committee.

We have adopted a Code of Business Conduct and Ethics, or Ethics Code, which provides ethical standards and corporate policies that apply to all our directors, officers and employees. Our Ethics Code requires, among other things, that our directors, officers and employees act with integrity and the highest ethical standards, comply with laws and other legal requirements, engage in fair competition, avoid conflicts of interest, and otherwise act in our best interests. We have also adopted a Code of Ethics for Senior Officers that applies to senior management and provides for accurate, full, fair and timely financial reporting and the reporting of information related to significant deficiencies in internal controls, fraud and legal compliance.

We have established procedures for confidentially and anonymously reporting concerns and potential violations regarding accounting, internal controls and auditing matters, as well as concerns regarding, or potential violations of, our ethics codes and other matters.

~~Director Independence~~DIRECTOR INDEPENDENCE

The role of our Board is to oversee and provide policy guidance on our business and affairs. The Board believes that it will best serve our stockholders if the majority of its members are independent. As of ~~April 5, 2022,~~March 29, 2024, our Board had nine members, eight of whom are outside (non-employee) directors. The ~~Independent Executive~~ Chair of our Board, Alexander Toeldte, is an outside director. With the exception of Arsen S. Kitch, who served as our President and Chief Executive Officer, the Board has determined that none of our directors or their immediate family members have a material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us), and none of our directors or their immediate family members are employees of our independent registered public accounting firm, KPMG LLP. All our outside directors are independent within the meaning of the New York Stock Exchange, or NYSE, listing standards and our Director Independence Policy.

Our Board meets regularly in executive session without members of management present and as the Board or its individual members deem necessary. Mr. Toeldte, as the ~~Independent Executive~~ Chair, presides over these sessions. Each standing committee of the Board also meets in executive session regularly and as the committee or its individual members deem necessary. Our directors are also invited to attend the meetings of committees of which they are not members, and regularly do so.

~~Board Meetings~~BOARD MEETINGS

Our Board and its committees met a total of 24 times in ~~2021.~~2023. All directors serving in ~~2021~~2023 attended all Board meetings ~~except for one meeting missed by one director. All directors attended~~and all Board committees meetings for which they were a committee member during ~~2021.~~2023. The Board does not have a

~~Clearwater Paper Corporation 2022~~

policy requiring director attendance at annual meetings of our stockholders. However, all our directors attended our ~~2021~~2023 annual stockholders meeting ~~by webcast~~ and we anticipate that ~~all~~most will attend our ~~2022~~2024 annual stockholders meeting as well.

~~Nominees for Director~~

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

NOMINEES FOR DIRECTOR

Our Nominating Committee is responsible for identifying, evaluating, recruiting and recommending qualified candidates to our Board for nomination or election. The Board nominates directors for election at each ~~annual meeting~~Annual Meeting of ~~stockholders~~Stockholders and elects new directors to fill vacancies if they occur.

Our Board strives to find directors who are experienced and dedicated individuals with diverse backgrounds, perspectives and skills. Our Governance Guidelines contain membership criteria that call for candidates to be selected for their character, judgment, diversity of experience, business acumen and ability to act on behalf of and in the best interest of all stockholders. While we do not have a formal policy or requirement with respect to director diversity, we value members who represent diverse backgrounds and viewpoints and strive towards a board composition that encompasses such diversity. We added a new female Director in each of 2020, 2021 and ~~another in 2021.~~2022. The Nominating Committee will continue to review all measurable objectives for achieving diversity on the Board and recommend them to the Board for consideration. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our Nominating Committee ~~also~~ seeks to ensure that a majority of our directors are independent under NYSE rules as well as our policies, and that one or more of our directors is an “Audit Committee Financial Expert” under SEC rules.

Prior to our ~~annual meeting~~Annual Meeting of ~~stockholders,~~Stockholders, our Nominating Committee identifies director nominees by first evaluating the current directors whose terms will expire at the ~~annual meeting~~Annual Meeting and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board for any particular talents and experience. If a director no longer wishes to continue in service, if the Nominating Committee decides not to re-nominate a director, or if a vacancy is created on the Board because of a resignation or an increase in the size of the Board or other event, then the committee considers whether to replace such director or to decrease the size of the Board. If the decision is to replace a director, then the Nominating Committee considers various candidates for Board membership, including those suggested by committee members, by other Board members, a director search firm engaged by the committee, or our stockholders. Prospective nominees are evaluated by the Nominating Committee based on the membership criteria described above and set forth in our Governance Guidelines.

A stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee must notify our Corporate Secretary in writing at our principal executive office located at 601 West Riverside Avenue, Suite 1100, Spokane, WA 99201. Each notice must include the information about the prospective nominee as would be required under our Amended and Restated Bylaws, or ~~bylaws.~~Bylaws. Such notice must be delivered to our offices by the deadline relating to stockholder proposals to be considered for inclusion in our proxy materials, as described under “General Information—Stockholder Proposals for ~~2023”~~2025” in this proxy statement.

Each notice delivered by a stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee generally must include the following information about the prospective nominee:

◾

~~the name, age, business address and residence address of the person;~~

◾

~~the principal occupation of the person;~~

◾

the name, age, business address and residence address of the person;

the principal occupation of the person;

the number of shares of ~~Clearwater Paper common stock owned by the person;~~

Clearwater Paper ~~Corporation 2022~~common stock owned by the person;

◾•

a statement whether the person, if elected, intends to tender an irrevocable resignation effective upon (i) such person’s failure to receive the required vote for re-election and (ii) acceptance of such resignation by the Board;

◾

~~a description of all compensation and other relationships during the past three years between the stockholder and the person;~~

◾

~~any other information relating to the person required to be disclosed pursuant to Section 14 of the Securities Exchange Act; and~~

◾

~~the person’s written consent to serve as a director if elected.~~

a description of all compensation and other relationships during the past three years between the stockholder and the person;

any other information relating to the person required to be disclosed pursuant to Section 14 of the Securities Exchange Act; and

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

the person’s written consent to serve as a director if elected.

The Nominating Committee may require any prospective nominee recommended by a stockholder to furnish such other information as the Nominating Committee may reasonably require to determine the eligibility of such person to serve as an independent director or that could be material to a stockholder’s understanding of the independence, or lack thereof, of such person.

The foregoing is only a summary of the detailed requirements set forth in our ~~bylaws~~Bylaws regarding director nominations by stockholders that would apply when a stockholder wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee. A more detailed description of the information that must be provided as to a prospective nominee is set forth in Article 3 of our ~~bylaws,~~Bylaws, which are available on our website at www.clearwaterpaper.com by selecting “Investors” and then “Governance.”

~~Board Succession Planning and Recruitment~~BOARD SUCCESSION PLANNING AND RECRUITMENT

Identifying and recommending qualified individuals for appointment or election to our Board with an evaluation based on the requirements in our Bylaws and Corporate Governance Guidelines is a core responsibility of the Nominating Committee. The committee carries out this responsibility through a year-round process described below

LOGO

Evaluation of Board Composition

Each year the Nominating Committee evaluates the size and composition of the Board to assess whether they are appropriate in light of the company’s evolving needs. In making this evaluation, the committee considers the company’s strategic direction, current director qualifications, the results of Board and committee self-assessments, and legal and investor relations review.

~~Board Leadership Structure~~BOARD LEADERSHIP STRUCTURE

Traditionally, the Board has elected to appoint one of its independent members to serve as Chair. In that role, Alexander Toeldte, acts as the lead independent director and, among other responsibilities, provides

~~Clearwater Paper Corporation 2022~~

an independent contact to allow the other directors to communicate their views and concerns to management as well as presides over non-management executive sessions of Board meetings. Beginning on March 1, 2020, the Board appointed Mr. Toeldte to serve as the Independent Executive Chair on an interim basis to perform additional services to help facilitate the leadership change in our CEO position. Additionally, in that role Mr. Toeldte mentors and advises our CEO, Arsen S. Kitch, and other senior management and assists with major stockholder engagement and management in their role in strategic planning when requested by the CEO. Our Board believes that an independent Chair with prior corporate governance experience combined with a President and CEO who manages the day-to-day operations of our company while also serving as a director, provides our Board with an optimal balance in terms of leadership structure at this point in time.

In the future, the Board may elect to have the role of Board Chair and CEO performed by the same person, as other companies in our industry do. If we were to adopt that structure, the Board would appoint one of its independent members to serve as Vice Chair, who would act as the lead independent director and, among other responsibilities, provide an

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

independent contact to allow the other directors to communicate their views, and concerns to management as well as preside over non-management executive sessions of Board meetings.

~~Board Committees~~BOARD COMMITTEES

Our Board currently has three standing committees, as described below. The current charters of each of these committees are available on our website at www.clearwaterpaper.com by selecting “Investors” and then “Governance.”

~~Clearwater Paper Corporation 2022~~

Audit Committee LOGO

Description and Key Responsibilities

Members:

^·• John J. Corkrean* (Chair) (since May 2019 and

Chair since September 2019)

^·• Jeanne M. Hillman* (since October 2022)

• Kevin J. Hunt* (since September 2018)

^· ~~William D. Larsson* (since December 2009; Chair May 2017 - September 2019)~~

^·• Ann C. Nelson* (since May 2020)

^·• John P. O’Donnell* (since May 2020)

* Audit Committee financial expert as defined by

NYSE and SEC rules.

Meetings in ~~2021~~: 2023: 8

Average Attendance in ~~2021~~: 2023: 100%

~~Independence~~: Independence: 100%

^·• Assists the Board in its oversight of our accounting, financial reporting, and internal accounting control matters.

^·• Reviews the quarterly and audited annual financial statements (as more fully described in its ~~charter.)~~charter).

^·• Exercises sole authority to select, compensate and terminate our independent registered public accounting firm as well as the committee’s own consultants and advisors.

^·• Oversees the appointment, compensation and replacement of our ~~Vice President, Internal Audit.~~head of internal audit.

^·• Reviews our Related Person Transactions Policy and considers any related person transactions. See “Transactions with Related ~~Persons”.~~Persons.”

^·• Pre-approves the independent registered public accounting firm’s audit fees and non-audit services and fees in accordance with criteria adopted by the committee.

^·• Review the company’s policies and programs for addressing data protection as it relates to the ~~Committee’s~~committee’s oversight of financial risk, including both privacy and security.

^·• Assists the Board in its oversight of the cybersecurity programs of the company.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Compensation Committee LOGO

Description and Key Responsibilities

Members:

^·• Kevin J. Hunt (Chair) (since January 2013 and

Chair since May 2016)

^·• John J. Corkrean (since May 2020)

^·• Joe W. Laymon (since May 2019)

^·• Alexander Toeldte (since May 2017)

^·• Christine M. Vickers Tucker (since May 2021)

Meetings in ~~2021~~: 2023: 5

Average Attendance in ~~2021~~: 2023: 100%

~~Independence~~: Independence: 100%

^·• Oversees our executive compensation and benefits programs, including establishing the performance measurements and targets for executive officers’ incentive pay.

^·• Annually reviews and approves executive compensation.

^·• Coordinates with our Board Chair the annual performance review of our Chief Executive Officer.

^·• Reviews the “Executive Compensation Discussion and Analysis” contained in this proxy statement and recommends its inclusion to the full Board for approval.

^·• Exercises sole authority to select, compensate and terminate its own compensation consultants or other advisors.

^·• Reviews the development and implementation of the company’s practices, strategies, and policies used for recruiting, managing, and developing employees (i.e., human capital management) and for focusing on diversity and inclusion, workplace environment and safety, and corporate culture.

~~Clearwater Paper Corporation 2022~~

Nominating & Governance Committee LOGO

Description and Key Responsibilities

~~Members~~: Members:

^·• John P. O’Donnell (Chair) (since May 2018 and Chair since May 2020)

^· ~~William D. Larsson (since January 2019)~~

^·• Joe W. Laymon (since May 2019)

^·• Ann C. Nelson (since May 2020)

^·• Alexander Toeldte (since April 2016 and Chair from September 2018 to May 2020)

~~Meetings in 2021~~~~: 4~~• Christine M. Vickers Tucker (since May 2022)

Meetings in 2023: 4

Average Attendance in ~~2021~~: 2023: 100%

~~Independence~~: Independence: 100%

^·• Identifies, evaluates, recruits and recommends to the Board nominees for election as directors.

^·• Develops and recommends to the Board corporate governance principles.

^·• Oversees the evaluation of the Board and assists in the evaluation of management.

^·• Director succession planning is also a focus of the Nominating Committee with striking a balance between Board refreshment and the need for new or additional skill sets with maintaining the institutional knowledge about our business and operating history.

^·• Exercises sole authority to select, compensate and terminate its own consultants and advisors.

^·• Assists the Board in its review of the development, oversight, and implementation of the company’s ~~ESG~~sustainability policies, programs, and practices, and discusses with management such ~~ESG~~ matters, including ~~sustainability,~~ environmental protection, community and social responsibility, and human rights.

~~Board and Risk Oversight~~BOARD AND RISK OVERSIGHT

Board of Directors

One of the responsibilities of our Board is to provide oversight of our risk management practices in order to ensure appropriate risk management systems are employed throughout the company. Management, which is responsible for the day-to-day assessment and mitigation of our risks, utilizes an enterprise risk management, or ERM, program, which is an enterprise-wide program designed to enable effective and efficient identification and management of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making. To assist and strengthen management’s risk assessment and mitigation efforts, we have a Risk Management Committee whose management members represent a company-wide perspective and provide subject matter expertise as part of our ERM process. Through the ERM process,

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

management identifies, monitors, and mitigates risks and regularly reports to the Board or a committee of the Board as to the assessment and management of those risks.

The Board’s standing committees support the Board by regularly addressing various issues within their respective areas of oversight.

Audit Committee

The Audit Committee’s responsibilities include reviewing and overseeing major financial risk and cybersecurity exposures and the steps management has taken to monitor and control these exposures. ~~Management, on~~As sustainability matters become a part of regular ~~basis, provides~~public company reporting obligations, the ~~committee with its assessment~~Audit Committee is involved in the oversight of such reporting and ~~mitigation efforts in regard to particular risks facing the company that have been identified through the ERM process or other processes.~~related controls. Our Audit Committee also reviews with our independent auditors the adequacy and effectiveness of our internal controls over financial reporting. Additionally, our ~~Vice President,~~head of Internal Audit provides the Audit Committee with regular updates on our systems of internal controls over financial reporting, and our General Counsel reviews with the committee significant litigation, claims and regulatory and legal compliance matters.

~~Clearwater Paper Corporation 2022~~

Compensation Committee

The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from our compensation policies and programs. Each year management and the Compensation Committee review whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the company. The Compensation Committee is also responsible for overseeing and reviewing development and implementation of company practices, strategies and policies across human capital management with increasing focus on these areas to help advance the company’s DE&I efforts.

Nominating and Governance Committee

The Nominating Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks related to corporate governance structures and processes. In addition to Board-related duties, the Nominating Committee is responsible for overseeing and reviewing sustainability efforts with senior management across various company functions.

Each of the committee chairs, as appropriate, reports to the full Board at regular meetings concerning the activities of the committee, any significant issues it has discussed, and the actions taken by the committee.

The Board’s role in risk oversight is consistent with its leadership structure. We believe that our Board’s leadership structure facilitates its oversight of our risk management practices by combining the day-to-day knowledge of our business possessed by our President and CEO as a member of the Board, with the independence provided by our Independent ~~Executive~~ Chair and independent Board committees.

Cybersecurity

One important aspect of our risk mitigation is cybersecurity, which we prioritize across our enterprise, and regularly review with our Board. We use a risk assessment methodology derived from industry standards to identify, rank, and remediate cybersecurity risks. We also model our security policies on ISO 27001 standards and employ a cybersecurity architecture which relies on ~~defense~~ defensive in-depth strategies to protect the company against continually evolving security threats. Our security tooling, which covers both IT and OT systems, are based on concepts of SASE, Zero Trust Architecture, Threat Intelligence and AI-powered anomaly detection, Secure Identity and Privileged Access Management, Adaptive Multi-factor authentication, System Hardening and detailed system logging. Security is managed by a dedicated 24x7 security operations center that reviews security threats using an AI and machine-learning enabled SIEM system that collects, and collates events and logs from infrastructure devices, and business applications. In addition, we reinforce our back-end security practices with required annual security awareness training for system users, and periodic phishing and other security simulations to reinforce security concepts. Training content is provided and updated periodically by a leading security training company. We experienced no security breaches during ~~2021.~~2023.

~~Compensation Committee Interlocks and Insider Participation~~

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

John J. Corkrean, Kevin J. Hunt, Joe W. Laymon, Alexander Toeldte and Christine M. Vickers Tucker each served as a member of our Compensation Committee during ~~2021.~~2023. All are outside directors, and none of our named executive officers served as a director or as a member of a ~~Compensation Committee~~compensation committee of any business entity employing any of our directors during ~~2021.~~2023.

~~Communications with Directors~~COMMUNICATIONS WITH DIRECTORS

Stockholders and interested parties may contact our directors to provide comments, to report concerns, or to ask a question, by mail at the following address:

Corporate Secretary

Clearwater Paper Corporation

601 West Riverside Ave., Suite 1100

Spokane, Washington 99201

~~Clearwater Paper Corporation 2022~~

Stockholders and interested parties may also communicate with our directors as a group by using the form on our website at www.clearwaterpaper.com, by selecting “Investors,” then “Governance” and “Contact the Board.”

All communications received will be processed by our Corporate Secretary. We forward all communications, other than those that are unrelated to the duties and responsibilities of the Board, to the intended director(s).

Our Audit Committee has established procedures to address concerns and reports of potential irregularities or violations regarding accounting, internal controls and auditing matters. Reports may be made on a confidential and anonymous basis. All such reports are directed through an independent, third-party hotline provider and are routed directly to the Chair of the Audit Committee. The procedures and hotline number are available by going to our public website at www.clearwaterpaper.com, and selecting “Investors,” then “Governance,” and “Procedures for the Reporting of Questionable Accounting and Auditing Matters.” Reports may also be made via the hotline provider’s website that is accessed through our intranet website.

~~Transactions with Related Persons~~TRANSACTIONS WITH RELATED PERSONS

Securities laws require us to disclose certain business transactions that are considered related person transactions. In order to comply with these requirements, our Board has adopted a Related Person Transactions Policy that applies to our directors and executive officers, any beneficial owner of more than 5% of our voting stock, any immediate family member of any of the foregoing persons, and any entity that employs any of the foregoing persons, or in which any of the foregoing persons is a general partner, principal or 10% or greater beneficial owner. Transactions covered by this policy are those in which (a) we or any of our subsidiaries participate, (b) the amount involved exceeds $120,000, and (c) any related person had, has, or will have a direct or indirect material interest, as defined in the policy.

Any proposed related person transaction is reviewed by our Audit Committee at its next regularly scheduled meeting, unless our General Counsel and Corporate Secretary determines that it is not practicable or desirable to wait until the next scheduled meeting for a particular transaction, in which case the Chair of the Audit Committee has the authority to review and consider the proposed transaction. Only those transactions determined to be fair and in ~~our~~the company’s best interests are approved, after taking into account all factors deemed relevant by the Audit Committee, or its Chair, as the case may be. If the Chair approves any related person transaction, then that approval is reported to the Audit Committee at its next regularly scheduled meeting.

We did not conduct any transactions with related persons in ~~2021~~2023 that would require disclosure in this proxy statement or that required approval by the Audit Committee pursuant to the policy described above.

Clearwater Paper Corporation ~~2022~~2024

COMPENSATION OF DIRECTORS

Our Nominating Committee reviews and makes recommendations to our Board concerning independent director compensation. Similar to our philosophy regarding executive compensation, our philosophy regarding director compensation is to provide our directors a fair compensation package that is tied to the services they perform as well as to the performance of the company, with the objective of recruiting and retaining an outstanding group of directors.

The Nominating Committee, pursuant to the authority granted under its charter, engaged Semler Brossy Consulting Group to advise it on director compensation matters for ~~2021.~~2023. Semler Brossy’s assessment was taken into consideration in establishing our current director compensation, which is targeted to be at the median of compensation paid by comparable companies.

~~2021 Compensation of~~ ~~Non-Employee~~ ~~Directors~~2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS


Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)		All Other Compensation ($)		Total ($)		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)		All Other Compensation ($)	Total ($)

John J. Corkrean		$112,500			$93,054		-		$205,554	$	132,500		$	112,556	-	$	245,056

Jeanne M. Hillman										$	105,000	(3)	$	112,556	-	$	133,556
Kevin J. Hunt		$107,500			$93,054		-		$200,554	$	127,500		$	112,556	-	$	240,056

William D. Larsson		$91,000			$93,054		-		$184,054

Joe L. Laymon		$83,500			$93,054				$176,554	$	105,000	(4)	$	112,556	-	$	165,056

Ann C. Nelson		$91,000			$93,054		-		$184,054	$	112,500		$	112,556	-	$	225,056

John P. O’Donnell		$101,000			$93,054		-		$194,054	$	122,500		$	112,556	-	$	235,056

Alexander Toeldte		$283,500			$93,054		-		$376,554	$	215,000		$	112,556	-	$	327,556

Christine M. Vickers Tucker		$48,118	(3)(4)		$93,054		-		$141,172	$	105,000		$	112,556	-	$	217,556

(1)	Represents annual retainers for ~~2021,~~2023, as well as any amounts earned for service as Chair, Independent Executive Chair, or committee Chair as well as committee membership retainers.

(2)

This column shows the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock units granted in ~~2021.~~2023. In accordance with FASB ASC Topic 718, the grant date fair value reported for all stock units was computed by multiplying the number of stock units by the closing price of our stock on the grant date. The aggregate number of vested and unvested phantom common stock units credited for service and deferred fees as a director outstanding as of December 31, ~~2021~~2023 for each non-employee director was as follows: Mr. Corkrean— ~~12,378~~19,896 units; Ms. Hillman—8,023 Mr. Hunt—~~25,685 units; Mr. Larsson—68,993~~33,203 units; Mr. Laymon— ~~12,378~~21,424 units; Ms. Nelson— ~~7,154~~14,671 units; Mr. O’Donnell—~~20,135~~27,652 units; Mr. Toeldte—~~20,315~~30,934 units and Ms. Vickers Tucker—~~3,100~~10,617 units.

(3)	In 2023, Ms. ~~Vickers Tucker joined the Board on May 18, 2021.~~

~~(4)~~

~~Ms. Vickers Tucker has~~Hillman elected to defer receipt of ~~all~~a portion of her cash retainers and fees, which will be paid out according to her election under the Clearwater Paper Corporation Deferred Compensation Plan for Directors. In connection with these deferrals, we credited 2,445 stock units to Ms. Hillman’s account for fees deferred in 2023. Such amounts were determined separately for each fee payment, which included pro-rata payments of the director’s annual retainer fee, by dividing the fee amount by the appropriate closing stock price pursuant to the plan. These stock units are included in Ms. Hillman’s aggregate number of phantom common stock units described in footnote 2.

(4)

In 2023, Mr. Laymon elected to defer receipt of a portion of his cash retainers and fees, which will be paid out according to his election under the Clearwater Paper Corporation Deferred Compensation Plan for Directors. In connection with these deferrals, we credited 1,528 stock units to Mr. Laymon’s account for fees deferred in 2023. Such amounts were determined separately for each fee payment, which include pro-rata payments of the director’s annual retainer fee, by dividing the amount due by the appropriate per share closing stock price pursuant to the plan. These stock units are included in Mr. Laymon’s aggregate number of phantom common stock units described in footnote 2.

During ~~2021,~~2023, one of our directors, Arsen S. Kitch, also served as our CEO. As a result, he did not receive compensation for his services as a director during ~~2021.~~2023. The compensation received by Mr. Kitch is shown in the ~~2021~~“2023 Summary CompensationTable” provided elsewhere in this proxy statement.

Clearwater Paper Corporation ~~2022~~2024

Retainer and Fees

Our independent directors’ cash compensation in ~~2021~~2023 was at the following rates:



Annual retainer fee	$~~70,000~~90,000

Annual retainer fee for Audit Committee membership	$15,000

Annual retainer fee for Compensation Committee membership	$7,500

Annual retainer fee for Nominating &and Governance Committee membership	$~~6,000~~7,500

Annual retainer fee for Chair (if not CEO)	$~~75,000~~110,000
~~Annual retainer fee for Independent Executive Chair~~		~~$200,000~~⁽¹⁾
Annual retainer fee for Chair of the Audit Committee	$20,000

Annual retainer fee for Chair of the Compensation Committee	$15,000

Annual retainer fee for Chair of the Nominating and Governance Committee	$10,000

Attendance fee for each Board or Committee meeting in excess of 12 meetings, respectively	$1,500

~~(1)~~

~~The position of Independent Executive Chair will end with the Annual meeting of the Board of Directors in 2022.~~

We also reimburse directors for their reasonable out-of-pocket expenses for attending Board and committee meetings as well as educational seminars and conferences.

Directors may defer receiving all or any portion of their fees under the terms of our Deferred Compensation Plan for Directors, or ~~Directors~~Director’s Plan. When a director elects to defer fees, he or she must elect a payment date or dates for the deferred amount and elect to have the deferred fees converted into phantom common stock units or, if not converted, then credited with annual interest at 120% of the long-term applicable federal rate published by the Internal Revenue Service, with quarterly compounding. The common stock units are credited with amounts in common stock units equal in value to any dividends that are paid on the same amount of common stock. Upon separation from service as a director, the common stock units credited to the director are converted to cash based ~~upon~~on their election for receipt of the cash and the then market price of the common stock and paid to the director according to the plan the shares were deferred under.

Long-Term Incentive ~~Awards.~~Awards

In May ~~2021,~~2023, each of our outside directors then serving, received an annual equity award that vests in May ~~2022.~~2024. An outside director who joins the Board after the grant of the annual award receives a pro rata portion. These annual awards were granted in the form of phantom common stock units. The number of phantom common stock units actually awarded was determined by dividing ~~$100,000~~$120,000 by the average closing price of a share of our common stock over a twenty-day period that ended on the date of the grant. The common stock units awarded are credited with additional common stock units equal in value to any dividends that are paid on the same amount of common stock. Upon separation from service as a director, the common stock units credited to the director are converted to cash based upon the then market price of the common stock and paid to the director according to the plan the shares were granted under.

~~Other Benefits.~~ Directors and their spouses are also eligible to participate in our Matching Gifts to Education Program, which matches contributions of up to $1,500 per year to eligible educational institutions. In 2021 we did not make any matching donations on behalf of outside directors under this program.DIRECTOR STOCK OWNERSHIP GUIDELINES AND LIMITATIONS ON SECURITIES TRADING

~~Director Stock Ownership Guidelines and Limitations on Securities Trading.~~In the interest of promoting and increasing equity ownership by our directors and to further align our directors’ long-term interests with those of our stockholders, we have adopted stock ownership guidelines. Each director must acquire and hold within five years of becoming a director Clearwater Paper Corporation stock with a value of at least

~~Clearwater Paper Corporation 2022~~

~~$350,000. Directors are expected to achieve their ownership guideline within a five-year period from their appointment as a director.~~ five times the annual cash retainer. Shares held in a brokerage account, an account with our transfer agent, or in the form of vested common stock units owned as a result of deferred director fees or annual equity awards paid under our company plans, all count towards the ownership requirement. The value of the shares held by a director will be measured by the greater of the value of the shares at (i) the time acquired or vested or (ii) the applicable annual measurement date, based on the twenty-day

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

average closing price of our stock before that measurement date. Each of our directors is in compliance with his or her current equity ownership requirement. The stock ownership of all our directors as of ~~March 18, 2022~~February 29, 2024 is presented in this proxy. See “Security Ownership of Certain Beneficial Owners and Management.”

Annually a report is presented to the Board detailing each director’s stock ownership and progress toward meeting these guidelines.

Pursuant to our Insider Trading Policy, directors, officers and other employees, are prohibited from engaging in short sales of company securities, pledging company securities, purchasing company securities on margin and engaging in transactions in puts, calls or other derivatives trading on an exchange in regards to company securities.

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

3. CORPORATE RESPONSIBILITY

OUR FOCUS AREAS



RESOURCE STEWARDSHIP		THRIVING PEOPLE AND COMMUNITIES		TRUSTED PRODUCTS

	Energy Efficiency and Emission Reduction		Health and Safety		Sustainable Products

	Water and Land Stewardship		Diverse and Inclusive Workplace		Responsible Sourcing

			Community Involvement

~~As a company whose product line is built upon wood, a 100% renewable resource, corporate responsibility is built~~We are guided by our core values and our Everyday Responsibility paradigm which aligns our material topics, sustainability goals and business objectives into ~~the DNA~~three distinct yet equally important pillars of our business. ~~We believe~~While we continue to face the impacts of climate change, social challenges and economic uncertainty, we are making progress in ~~careful utilization~~key areas of our ~~limited natural resources~~business, including safety, sustainability and ~~understand our role~~building a more diverse and inclusive workplace. We have set multi-year targets in ~~conserving~~these areas to ensure that Clearwater Paper is part of the solution and ~~protecting the planet’s air, water and land, and in managing climate change risk.~~remains a company of which we can all be proud. We also ~~believe that the people components of employee~~incorporated sustainability targets and safety ~~diversity, human rights, consumer protection and strong systems of internal procedures and controls help drive high performance for~~projects into our ~~stockholders, employees and communities.~~2023 operating plan.

~~Clearwater Paper Corporation 2022~~

~~Environmental~~

RESOURCE STEWARDSHIP

LOGO

~~CIRCULAR ECONOMY IN ACTION~~

~~Design out waste~~Energy Efficiency and ~~pollution. Regenerate natural systems.~~

~~Keep products and materials in use.~~Emission Reduction

~~As part of our commitment to the circular economy, in January 2022, we commercialized NuVo~~^® ~~with BioPBS~~^™~~, a revolutionary cup stock we developed in 2021, that provides foodservice operators with a compostable alternative to hot cups coated with low-density polyethylene. NuVo~~^® ~~with BioPBS~~^™ ~~is the first cup stock to combine a compostable barrier, 35% post-consumer fiber, FSC~~^® ~~chain-of-custody certification (FSC-C008402), and a high-definition print surface. NuVo~~^® ~~with BioPBS~~^™ ~~joins our ReMagine~~^® ~~folding carton paperboard brand to be an industry leader in the use of post-consumer recycled fiber in SBS.~~

We are committed to the sustainable sourcing of raw materials and the circular economy in both our divisions. Our pulp and paperboard division locations (all U.S. located) adhere to the Forest Stewardship Council^® ~~(FSC~~^®~~) chain of custody (FSC-C008402) and the Sustainable Forestry Initiative~~^®. Along with those certifications our Idaho location adheres to Programme for the Endorsement of Forest Certification fiber sourcing standards. Our consumer products division locations (all U.S. located) adhere to FSC^® chain of custody (FSC-C051250), and Sustainable Forestry Initiative sourcing standards. As a result, 100% of our fiber is sourced using rigorous systems to promote responsible managed forests and recycled pulp.

GHG emissions

In ~~2012, we set a goal to reduce carbon emissions by 10% between 2011 and 2020, and achieved only a portion of that goal by 2020. In 2021, we began reporting our emissions goals and results to~~2023, the ~~Carbon Disclosure Project (CDP). Through this effort we have been able to both transparently disclose and quantify~~Science Based Targets Initiative (SBTi) validated our greenhouse gas (GHG) emission reduction goals of reducing Scope 1 and 2 absolute GHG emissions ~~which in turn helps us as~~29.1% by 2030 and reducing Scope 3 GHG absolute emissions 25% by 2030. To support these goals, we ~~focus on setting~~developed a decarbonization plan that includes anticipated expenditures and implementation timelines for meeting our ~~GHG goals going forward.~~goals. We continue to disclose our climate actions through CDP reporting.

~~Clearwater Paper Corporation 2022~~

Investment in Alternative Energy and Energy Efficiency

~~In 2020, we completed 5~~We continue to make significant investments in energy efficiency ~~projects, requiring an aggregate capital investment of $2.6M~~ to ~~reduce overall energy consumption,~~support our emissions reduction and ~~operating expenses. We continued to implement energy efficiency projects in 2021 and will provide updated information through our participation in CDP.~~

Going forward, GHG reduction remains a focal point of our ESG/sustainability efforts, with an increasing focus on identifying and sourcing renewable energy sources and continuing to utilize steam to generate electricity (or self-generating). We are working with a globally recognized sustainability consultant to help us analyze and reduce our scope 1 and 2 greenhouse gas (GHG) emissions.climate-related goals. In 2022, we ~~intend~~invested more than $0.95M to ~~establish specific targets~~complete six energy efficiency projects. As part of our ongoing efforts to evaluate energy quality and ~~plans,~~identify areas for reduction, we partnered with leading third-party consultants to evaluate energy opportunities at our largest manufacturing sites. At our Shelby, NC location, we are in the process of implementing the identified energy efficiency recommendations that are projected to generate up to a ~~goal of a 30%~~10% reduction in ~~emissions by 2030.~~our monthly energy use.

~~As we establish~~We are committed to the utilization of renewable energy, recognizing that it plays a crucial role in reducing our carbon footprint and ~~work towards our GHG goal,~~advancing the transition to a more ~~than 60% percent of~~sustainable and clean energy future. In 2022, our energy ~~is sourced~~needs were met 44% from purchased energy (electricity and natural gas) and 56% percent from self-generated renewable ~~sources,~~sources. In 2022, we also began purchasing incremental solar energy through the Entergy Arkansas Green Promise and ~~approximately 40% percent is self-generated. For example, the kraft paper manufacturing processes at~~operate our ~~Idaho~~Virginia site with 100% green energy, primarily wind and ~~Arkansas mills generate organic components from wood chips that~~solar. Finally, we ~~use as a renewable fuel to generate steam which is converted to electricity, reducing the need for external energy or fuel. We also~~ capture and reuse process heat from our manufacturing operations that would otherwise be wasted.

Clearwater Paper Corporation 2024

Waste Management and Recycling

Our waste management programs ~~utilize best practices for usage, treatment~~are focused on minimizing our impact on the environment by reducing waste sent to landfills, reductions in waste generation, and ~~recycling. As part of these programs,~~recycling, reusing and repurposing our waste products.

We have implemented a waste management standard requiring each facility ~~is required~~ to map waste streams ~~in order to identify opportunities~~ for the reuse of our waste products. We utilize third-party contractors to help ensure we are responsibly managing waste and recyclables. These third-party firms audit waste, recycling, treatment, and disposal facilities. Their audit reports allow us to make informed decisions around waste outletsfurther analysis and to identify ~~improvement opportunities~~improvements to optimize beneficial uses, both as inputs to our manufacturing process and partnering with others for innovative solutions to reuse. At our Elwood, IL facility we partnered with a decking manufacturer to reuse our poly waste in their manufacturing process. Through this process we reduced waste and, ultimately, our dependence on landfills.

Water Management

Water plays a vital role in our ~~management of waste and recyclables.~~

~~Water Management~~

~~Through 2020, we reduced~~manufacturing process. We strive to reduce our water ~~usage~~consumption and seek innovative ways to internally reuse and recycle water. As an environmental partner with the North Carolina Department of Environmental Quality through its Environmental Stewardship Initiative, in 2023, we implemented projects to recycle and reuse process water at our Shelby, NC facility resulting in a reduction of water consumption by ~~9% from baseline,~~8%. In 2024, we will perform a water risk assessment at all of our operation sites to identify priority areas for reduction/minimizing watershed impact.

THRIVING PEOPLE AND COMMUNITIES

LOGO

Safe Workplace

Proactive worksite risk assessments are a key tenet of our Environmental Health and ~~continued~~Safety (EHS) excellence strategy. We have formalized enterprise-wide programs to identify workplace hazards prior to an incident occurring. On an annual basis, we establish targets for each site to implement ~~water stewardship projects in 2021. We treat~~controls against these hazard assessments and ~~redeploy a majority~~track completion of our water to its original source. Since 2012, we have reduced total suspended solids per ton of production by 27%. In 2022, we will announce new water management targets for our company and our mills and will provide annual updated informationthese controls through our ~~participation~~internal EHS scorecard. In 2023, we implemented several proactive safety controls which resulted in ~~CDP.~~

~~Social~~over a 20% reduction in identified safety risks during the year. We utilized continuous improvement events (Kaizens) focused on identifying and mitigating ergonomic and other workplace hazards. Through these Kaizens we identified and corrected 109 specific ergonomic risks.

LOGO

Diverse and Inclusive Workplace

We are committed to creating an inclusive, engaging workplace that reflects the communities where we operate. We are dedicated to fostering a sense of belonging where every employee feels safe, respected, included, and valued for their unique attributes that enrich our culture. Our core values of Commitment, Collaboration, Communication, Courage, and Character are the foundation for how we work together to succeed.

~~Our current COVID risk mitigation strategies focus on employee safety~~As outlined in our Human Rights Policy, we are dedicated to upholding human rights by conducting our business with a high level of integrity and ~~include at least weekly COVIDtesting~~ethical standards.

Listening to our people, developing their capabilities, building strong connections, and remaining committed to creating a workforce that reflects our communities are key elements to creating a welcoming work environment for all employees working on site or traveling to other sites. We also have in place ongoing sanitation protocols, social distancing guidelines and face covering requirements that meet or exceed recommendations issued by federal, state, and local governments. Travel restrictions, remote work and enhanced benefits have also been provided to ensure the health and safety of our employees and visitors. A vast majority of our office workers continue to telecommute. We actively encourage our employees to consider COVID vaccination and have established incentive programs to further promote immunization.people, which we believe will drive strong business performance.

Clearwater Paper Corporation ~~2022~~

Diversity and inclusion starts at the top, and is a priority for our senior leadership team and the board. 25% of the senior leadership team is ethnically or gender diverse, and we have formed a Diversity, Equity and Inclusion Committee made up of key leaders within the organization. In 2021, the committee drove the execution of a multiple year diversity, equity and inclusion plan dedicated to prioritizing and furthering our diversity and inclusion initiatives at the local and national level.2024

Our compensation and benefits plans are market competitive and our Executive Annual Incentive Plan goals for 2021 included, and those for 2022 feature, a strategic factor with diversity and inclusion initiatives. We actively work to attract and retain the best-qualified talent by offering competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave, retirement

~~benefits, tuition assistance, employee skills development and leadership development.~~

We have training and development programs that are designed to provide equal opportunities for all employees. Our Human Rights policy fosters a culture of respect for each of our employees and the members of the communities in which we operate.



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS


				Community Involvement

Because our employees are in the best position to identify the needs and high-impact giving opportunities within their communities, we empower our facility-based teams to participate in and give toward local ~~causes~~causes. During 2023, we launched an employee match program that matches dollar-for-dollar individual employee donations up to $1,000 per year per employee to qualifying 501(c)(3) non-profits and engaged in partnership campaigns and volunteerism with local nonprofits as well as food banks and shelters where our employees ~~lead the decision regarding what causes we give to in our communities. During 2021, our company gave approximately $200,000 to~~live and work. We also support the communities in which ~~they~~we do business, with our donations supporting local ~~schools, cultural~~ institutions including the Lewiston Civic Theater and the Spokane Symphony, and mission driven organizations such as ~~Second Harvest foodbank, United Way, McGehee Arkansas~~ Boys and Girls ~~Club, Palouse-Clearwater Environmental Institute, Habitat~~Clubs across Arkansas, North Carolina and Idaho, and the Trail Organization of Arkansas. We believe in inviting our communities into our operation, and hosted community enrichment events in 2023 such as mill tours for ~~Humanity, Will County Children’s Advocacy Group~~business organizations, public officials and ~~Three Square Food Bank.~~student groups, papermaking workshops for students, and career readiness training like resume preparation and mock interviews.

~~Governance~~TRUSTED PRODUCTS


	Sustainable Products	CIRCULAR ECONOMY IN ACTION Design out waste and pollution. Regenerate natural systems. Keep products and materials in use.
Our approach to sustainable products is twofold: incorporate new and recycled fiber materials into our products while reducing waste and the carbon footprint required to produce them without sacrificing performance. Our NuVo^® and ReMagine^® brands, which contain industry-leading post- consumer recycled fiber and compostable cups, have grown to over 5% of our total prime bleached paperboard production. In 2023, we announced a collaboration with Charter Next Generation (CNG) for an early-to-market initiative to include advanced recycled polyethylene in our private label tissue packaging offerings.

Responsible Sourcing

~~Our Board~~Responsible forestry and ~~its principal committees~~raw material usage have always been a part of our story. Wood fiber certification systems are in place at all ~~have an oversight role in~~of our ~~ESG framework.~~

~~Our anti-corruption policy incorporates safeguards designed~~mills and we hold certifications from the Sustainable Forestry Initiative (SFI^®), Forest Stewardship Council (FSC^®) and Chain-Of-Custody or FSC Controlled Wood Standard. As a result, 100% of our fiber is sourced using rigorous systems to ~~prevent bad actors from attempting~~promote responsible managed forests and recycled pulp. We also continue to ~~bribe~~expand our ~~employees~~recyclable, compostable or ~~relevant third parties.~~

~~Our human rights policy applies~~marine-degradable grades. In 2023, we also earned the International Sustainability and Carbon Certification (ISCC) Plus certification, which allows us to ~~the employment practices of each of the contractors in~~provide Advanced Recycled (AR) post-consumer recycled (PCR) poly to our ~~supply chain and requires that they procure sustainable materials from responsible sources.~~customers.

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

4. EXECUTIVE COMPENSATION DISCUSSION AND TABLES

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Executive Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the committee recommended to the Board that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our ~~2021~~2023 Annual Report on Form 10-K.

The Compensation Committee Members:

Kevin J. Hunt, Chair

John J. Corkrean

Joe W. Laymon

Alexander Toeldte

Christine M. Vickers Tucker

Clearwater Paper Corporation ~~2022~~2024

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

The following portion of our proxy statement discusses and analyzes the ~~2021~~2023 compensation programs and decisions applicable to the following executive officers of the company, which we sometimes refer to as the “named executive officers” or “NEOs”:



Named Executive Officer		Title

Arsen S. Kitch		President and Chief Executive Officer

~~Michael~~Sherri J. ~~Murphy~~Baker*		Senior Vice President, Finance and Chief Financial Officer

Steve M. Bowden		Senior Vice President, General Manager, Pulp and Paperboard Division

Michael S. Gadd		Senior Vice President, General Counsel and Corporate Secretary

Kari G. Moyes		Senior Vice President, Human Resources

*Ms. Baker was appointed to the role of Senior Vice President, Finance and Chief Financial Officer effective August 14, 2023, following the planned departure of Michael J. Murphy from the same role effective June 30, 2023. Rebecca A. Barkley, our Vice President, Controller also served as our Interim Chief Financial Officer between June 30, 2023 and August 14, 2023.

TABLE OF CONTENTS



EXECUTIVE SUMMARY			29

Company Performance			29

LISTENING TO OUR STOCKHOLDERS			3029

EXECUTIVE COMPENSATION PRACTICES			3130

~~2021~~2023 EXECUTIVE COMPENSATION PRACTICE			3231

Compensation Philosophy			3231

2023 Executive Compensation ~~Element Summary Table~~Peer Group			31

NEO Incentive-Based Compensation			32

~~2021 Executive Compensation Peer Group~~2023 NEO Salary, Target and Actual AIP, and Target LTIP			33

~~2021 NEO Incentive-Based Compensation~~2023 ANNUAL INCENTIVES			34

2023 AIP Design			34

~~2021 ANNUAL INCENTIVES~~			35

~~2021~~2023 AIP ~~Design~~Payout			35

~~2021 AIP Payout~~LONG-TERM INCENTIVES			36

2023-2025 LTIP Design			36

~~LONG-TERM INCENTIVES~~			37

2021-2023 ~~LTIP Design~~			37

~~2019-2021~~ LTIP Performance Share Payout			38

OTHER COMPENSATION RELATED MATTERS			3938

Compensation Committee Process			3938

Other Compensation Matters			4139

EXECUTIVE COMPENSATION TABLES			4442

~~2021~~2023 Compensation			4442

~~CEO Pay Ratio~~			46

Post-Employment Compensation			4947

Potential Payments Upon Termination or Change of Control			5149

CEO Pay Ratio			54

Pay vs Performance			56

Clearwater Paper Corporation ~~2022~~2024

~~Executive Summary~~28



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

~~Coming off an extraordinary 2020~~EXECUTIVE SUMMARY

In 2023, our performance remained strong, driven by a significant improvement in our tissue margins and strong operational execution across both businesses. Our tissue business delivered strong results due to ~~COVID driven demand for~~ ~~at-home~~ ~~tissue products, our~~operational performance, ~~in 2021 remained strong as we managed through unpredictable market dynamics. Demand outpaced supply in our~~lower input costs and higher pricing. Our paperboard business ~~while the tissue~~managed softer market ~~experienced a substantial~~demand by adjusting our production to manage our inventory correction that impacted results. In addition, we faced substantial inflation across key cost categories and challenges across the supply chain. We focused on operational execution to help mitigate these impacts and continued prioritizing cash flows to reduce net debt. As we have done throughout this pandemic, we prioritized the health and safety of our people while safely operating our facilities to meet the needs of our customers. Finally, welevels. Our executive team continued to ~~strengthen our commitment to our communities, our customers, our planet, and the sustainability of our products. Below are performance and compensation highlights for 2021 at a glance.~~

~~Company Performance~~

~~During 2021, we delivered solid performance due to strength in our pulp and paperboard division and continued~~ focus on ~~operational execution to mitigate cost inflation. Demand was strong for our paperboard products, and we continued the commercialization of our sustainable brands of NuVo~~^®~~cup-stock~~ ~~and ReMagine~~^® folding carton, both of which are part of our strategy to expand our sustainable and post-consumer recycled fiber product offering. Our consumer products divisions saw substantially lower sales due to the overhang of consumer stockpiling ~~at-home~~ tissue products in 2020. Combined with substantial cost inflation, and lower asset utilization, the consumer products division saw a significant decrease in adjusted EBITDA versus prior year. While we experienced unpredictable market dynamics across our business, we continued to prioritizeproductivity, cash flow generation, and financial flexibility. This has enabled us to ~~further~~significantly reduce our ~~net debt. Our~~debt and improve our financial health.

Consistent with this strong performance, ~~highlights~~our CEO and NEO’s compensation included above target payouts for our 2023 annual bonuses and earned performance shares (2021-2023).

Company Performance

In 2023, we were ~~as follows:~~able to generate strong returns, improve our cashflow position, and thereby continue our debt reduction strategy. Specifically, for the full year 2023, we realized the following:

^●

~~2021 we had a net loss of $28 million, when adjusted for, amongst other things, costs associated with the disposition of our Neenah facility, resulted in $175 million in adjusted EBITDA;~~

^●

~~Net debt reduction of $69 million, for a total reduction of $269 million since 2020;~~

^●

~~Net sales in the pulp and paperboard products segment of $946 million, an increase of 8% compared to 2020;~~

^●

~~Realization of $13 million in net proceeds from the sale of our tissue mill facility in Neenah, Wisconsin, which helped consolidate our cost structure; and~~

^●

Execution of Phase 1 of the Diversity, Equity, and Inclusion (DE&I) plan, which is a component of our ESG strategy. Actions taken in 2021 included (i) the completion of bias training for all company mill leaders, and (ii) focused outreach efforts to expand applicant flow with an emphasis on hires at or above the director level.

~~The table below contains our CEO’s actual compensation for 2020 and 2021 (this information comes from the Summary Compensation Table).~~Net sales of $2.1 billion

Year-over-Year Total Compensation

Type    2020    2021

Salary*
   $668,269    $813,462

Annual Incentive (AIP)
   $1,180,200    $693,000

Long-Term Incentive (LTIP)**
   $2,075,292    $1,838,354

Total Pay
   $3,923,761    $3,344,816

Net income of $108 million

*	~~Annual base salary in 2020 reflects three months as SVP and General Manager, Consumer Products Division and nine months as Chief Executive Officer. Salaries are usually adjusted in March of each year.~~

Adjusted EBITDA of $281 million

~~Clearwater Paper Corporation 2022~~Debt reduction of $103 million

**	~~LTIP reflects the value reported in the Summary Compensation Table for our CEO, consisting of Performance Shares and RSUs.~~

~~2021 NEO Salary, Target AIP, and Target LTIP.~~ For 2021, the Compensation Committee set the base salary, annual incentive plan (AIP) target, and long-term incentive plan (LTIP) target for each of our named executive officers. The table below reflects this information for each of our named executive officers:

Name 2021
Annual
Salary(1) 2021
AIP
Target(2) 2021
LTIP
Target(3)
Arsen S. Kitch
President and Chief Executive Officer
$825,000 $812,500 $1,950,000
Michael J. Murphy
Sr Vice President, Finance & Chief Financial Officer
$490,000 $316,300 $490,000
Steven M. Bowden
Sr Vice President, General Manager-Pulp & Paperboard Division
$400,000 $258,400 $400,000
Michael S. Gadd
Sr Vice President, General Counsel & Corporate Secretary
$485,000 $313,600 $485,000
Kari G. Moyes
Sr Vice President, Human Resources
$400,000 $258,400 $400,000

~~(1)~~

~~Actual salaries earned for 2021 as shown in the Summary Compensation Table on page~~ ~~44 may differ due to timing of annual salary increases.~~

~~(2)~~

~~AIP targets are a percentage of a named executive officer’s actual salary for a given year.~~

~~(3)~~

~~LTIP targets are generally set annually, but are reviewed as part on a competitive market assessment performed by the Compensation Committee’s consultant.~~

~~Listening to Our Stockholders~~LISTENING TO OUR STOCKHOLDERS

We rely on stockholder outreach and engagement activities as well as more formal channels to communicate with stockholders, including the opportunity for stockholders to cast a non-binding advisory vote regarding executive compensation at the ~~annual meeting~~Annual Meeting of our ~~stockholders.~~Stockholders. In ~~2021,~~2023, our proposal to approve our ~~2020~~2023 executive compensation program received majority support from our stockholders with over ~~95%~~95.9% voting in favor.

In evaluating our compensation practices in ~~2021,~~2023, the Compensation Committee was mindful of the support our stockholders expressed for the company’s ~~2020~~2022 executive compensation program and the practice of linking compensation to operational objectives and the enhancement of stockholder value. The Compensation Committee will continue to monitor our executive compensation program to ensure compensation is aligned with company performance.

Clearwater Paper Corporation ~~2022~~2024

~~Executive Compensation Practices~~29



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EXECUTIVE COMPENSATION PRACTICES

Our executive compensation programs have strong governance components that further strengthen our pay-for-performance compensation philosophy, including the following:



Compensation Practice
Independent Compensation Committee		The Compensation Committee consists entirely of independent directors.

Independent Compensation Consultant		The Compensation Committee utilizes an independent compensation consultant, Semler Brossy, which is retained directly by the Compensation Committee and provides no other services to the company’s management.

Pay for Performance		The Compensation Committee is committed to overseeing, evaluating, and improving our executive compensation pay design and administration. The executive compensation mix is targeted to favor performance-based compensation and executive compensation targets are determined on a case-by-case basis using competitive market data with a range of opportunities above and below target to reflect actual performance.

Risk Assessment		The Compensation Committee performs an annual review of the risks related to our compensation programs.

Performance Goals		We utilize key measures tied to operational, financial, and share performance as well as ~~strategy accomplishments.~~strategic accomplishments, with different goals used between our short- and long-term incentive plans.

Stock Ownership Guidelines		We require stock ownership by executives to further align our executives’ and stockholders’ interests.

Recoupment Policy		We ~~provide for clawbacks~~adopted a clawback policy to comply with Dodd-Frank in ~~stock incentive and annual incentive plans.~~2023.

Caps on Incentive Compensation		There is a maximum limit on the amount of annual cash incentive and performance share payouts.

No Hedging or Pledging		Under our insider trading policy, all employees (including officers) are prohibited from short selling, purchasing on margin, pledging of company stock or other securities, and buying or selling puts or calls in company stock or other company securities.

No Perks		We ~~do not~~ provide limited perks to executive ~~officers.~~officers pursuant to (i) company programs for matching and charitable gifts; or (ii) company relocation programs.

No Gross Ups		We do not provide for excise tax gross ups in our executive compensation plans.

No Single Trigger Change in Control Vesting Acceleration		We do not provide for the vesting of outstanding equity awards after a change in control absent a termination of employment (PSUs, RSUs, and option awards require a “double trigger”).

No Repricing		Our Stock Incentive Plan expressly prohibits repricing or repurchasing of underwater equity awards without stockholder approval.

Clearwater Paper Corporation ~~2022~~2024

~~2021 Executive Compensation Practice~~30



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

2023 EXECUTIVE COMPENSATION PRACTICE

Compensation Philosophy

Our compensation philosophy remains consistent and straightforward—pay our executives competitive and fair compensation that is linked to individual and company performance. The objectives of our executive compensation program are to attract, retain, motivate, and reward executives in order to enhance the long-term profitability of the company, foster stockholder value creation, and align executives’ interests with those of our stockholders.

Our Compensation Committee works with its independent compensation consultant, Semler Brossy, ~~Consulting Group LLC or Semler Brossy,~~ and management, and uses its judgement, in the design of and selection of performance metrics used in our executive compensation program. The committee strives to identify the financial, operational, and ~~operational~~strategic levers that will help us achieve our overall business strategy and direction as well as align with stockholders’ interests. We have consistently included distinct financial metrics in both our cash-based compensation programs and in our equity-based compensation programs to link our compensation to company performance.



Compensation Element Summary Table
~~2021~~2023 Element of Pay	Overview	Key Benchmarks/ Performance Metrics

Annual Salary	Fixed cash compensation meant to attract and retain executives by balancing at-risk compensation	• The Compensation Committee targets base salaries with reference to our compensation peer group as well as level of experience, job performance, and long-term potential and tenure

Annual Incentive Plan (“AIP”)	Links executive compensation to annual financial, operational, and strategic performance by awarding cash bonuses for achieving pre-defined targets	• For executives with enterprise-wide responsibility: -— 75% company adjusted earnings before interest, taxes, debt, and amortization (“~~adjusted~~Adjusted EBITDA”) -— 25% company-wide Strategic Objectives, including ~~ESG~~sustainability factors • For executives in charge of a business unit: -— 45% company ~~adjusted~~Adjusted EBITDA -— 25% company-wide Strategic Objectives, including ~~ESG~~sustainability factors -— 30% division ~~adjusted~~Adjusted EBITDA

Long-Term Incentive Plan (LTIP) Performance Shares (“PSU”) (60% of LTIP)	Intended to reward employees when the company performs in-line with long-term strategic direction and achieves total stockholder returns that exceed those of our applicable comparator index	• “Cliff” vest at end of three-year performance period, subject to performance and continued ~~employment~~employment; performance shares are comprised of: -— 70% Free Cash Flow (“FCF”) -— 30% Return on Invested Capital (“ROIC”) • Payout modifier is applied to performance shares based on relative total stockholder return (“TSR”) compared to the S&P SmallCap 600^® Index ~~- target performance level of the TSR modifier 55~~^th ~~percentile from median~~ -— -25% payout modification for performance at or below the 25^th ~~percentile~~threshold -— No payout modification for performance ~~at 55~~^th ~~percentile~~between threshold and maximum -— +25% modification for performance at or above ~~the 75~~^th ~~percentile~~maximum ~~- Linear interpolation between percentile markers (i.e., performance at the 65~~^th ~~percentile results in a +12.5% payout modification)~~

Restricted Stock Units (“RSU”) (40% of LTIP)	Intended to recruit and retain key employees while aligning interests of executives with long-term interests of our stockholders	• Vest ratably over a three-year period, subject to continued employment

~~Clearwater Paper Corporation 2022~~

~~2021~~2023 Executive Compensation Peer Group

Semler Brossy annually reviews our compensation peer group based on objective criteria with the goal of ensuring that it is reflective of the size of our company and the competitive environment in which we operate. Peer companies are targeted with consideration to comparability in company size and industry (paper products and paper packaging) ~~and~~including adjacent industries ~~including~~with similar industry dynamics, such as metal, glass, ~~and~~ containers, and specialty chemicals. ~~In 2021,~~For 2023, we ~~considered the above~~removed Verso Corporation from our peer group following its acquisition. Apart from that change, after considering our selection ~~factors and~~criteria, we made no other changes to our peer group.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

The ~~committee~~Compensation Committee will continue to monitor pay for our executive officers with an emphasis on company performance and appropriate competitive benchmarks, including our updated peer group.

Company Name    GICS Sub-Industry Revenue
(In millions)(1)    Market
Capitalization
(In millions)(2)
AptarGroup, Inc.
   Metal and Glass Containers $3,163 $8,063
Domtar Corporation*
   Paper Products $3,905 -
Ferro Corporation
   Specialty Chemicals $1,120 $1,806
Glatfelter Corporation
   Paper Products $986 $766
Graphic Packaging Holding Company
   Paper Packaging $6,820 $5,988
Greif, Inc.
   Metal and Glass Containers $5,556 $2,919
Innospec Inc.
   Specialty Chemicals $1,381 $2,227
Intertape Polymer Group Inc.
   Metal and Glass Containers $1,462 $1,560
Mercer International Inc.
   Paper Products $1,682 $791
Myers Industries, Inc.
   Metal and Glass Containers $699 $725
Neenah, Inc.
   Paper Products $971 $776
Resolute Forest Products Inc.
   Paper Products $3,599 $1,188
Schweitzer-Mauduit International, Inc.
   Paper Products $1,329 $941
Silgan Holdings Inc.
   Metal and Glass Containers $5,464 $4,730
Verso Corporation
   Paper Products $1,264 $785
75th Percentile
   $3,752 $2,573
Median
   $1,462 $1,188
25th Percentile
   $1,192 $780
Clearwater Paper Corporation
   Paper Products $1,736 $612
Percentile Rank
   62^nd percentile         0 percentile

*Company

~~was acquired in 2021~~

~~(1)~~
Company Name		GICS Sub-Industry
~~Represents revenues for the most recent four quarters as reported by each company as of December 31, 2021.~~AptarGroup, Inc.		Metal and Glass Containers
Domtar Corporation*		Paper Products
Ferro Corporation*		Specialty Chemicals
Glatfelter Corporation		Paper Products
Graphic Packaging Holding Company		Paper Packaging
Greif, Inc.		Metal and Glass Containers
Innospec Inc.		Specialty Chemicals
Intertape Polymer Group Inc.*		Metal and Glass Containers
Mercer International Inc.		Paper Products
Myers Industries, Inc.		Metal and Glass Containers
Neenah, Inc.*		Paper Products
Resolute Forest Products Inc.		Paper Products
Schweitzer-Mauduit International, Inc.*		Paper Products

Silgan Holdings Inc.		Metal and Glass Containers

*Companywas acquired in 2023

~~(2)~~

~~Share price as of December 31, 2021, using the most recently disclosed shares outstanding.~~

NEO Incentive-Based Compensation

~~Clearwater Paper Corporation 2022~~

~~NEO Incentive-Based~~ ~~Compensation.~~Consistent with our performance-based compensation philosophy, our CEO’s ~~2021~~2023 target compensation was weighted ~~77%~~79% in the form of incentive-based compensation, and the average of our other named executive officers’ ~~2021~~2023 total compensation was similarly weighted ~~62%~~59%. The components of this incentive-based target compensation are shown in the following chart:

LOGO

Clearwater Paper Corporation ~~2022~~2024

~~2021 Annual Incentives~~32



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

~~2021~~2023 NEO Salary, Target and Actual AIP, and Target LTIP

For 2023, the Compensation Committee set the base salary, annual incentive plan (AIP) target, and long-term incentive plan (LTIP) target for each of our named executive officers. The table below reflects this information for each of our named executive officers, as well as the actual payouts for our AIP in 2023.

Name 2023
Annual
Salary(1)
2023
AIP
Target(2)
2023
AIP
Actual
2023
LTIP
Target(3)
Arsen S. Kitch
President and Chief Executive Officer
$950,000 $940,500 $1,263,700 $2,700,000
Sherri J. Baker
Sr Vice President, Finance & Chief Financial Officer
$520,000 $129,600 $174,200 $520,000
Rebecca A. Barckley
Vice President, Controller and Interim Chief Financial Officer
$287,836 $114,400 $157,300 $139,051
Michael J. Murphy
Former Sr Vice President, Finance & Chief Financial Officer
$520,000 $166,700 $224,000 $520,000
Steven M. Bowden
Sr Vice President, General Manager-Pulp & Paperboard Division
$453,000 $292,900 $273,300 $453,000
Michael S. Gadd
Sr Vice President, General Counsel & Corporate Secretary
$515,000 $332,900 $447,300 $515,000
Kari G. Moyes
Sr Vice President, Human Resources
$426,000 $275,300 $369,900 $426,000
The above target AIP payout for our CEO and other NEOs is based on the company’s above target performance. The Compensation Committee increased our CEO’s base salary and long-term incentive plan award based on his additional experience in the role and performance, and to remain competitive.
(1)
Actual salaries earned for 2023 as shown in the Summary Compensation Table may differ due to timing of annual salary increases.
(2)
AIP targets are a percentage of a named executive officer’s actual salary for a given year.
(3)
LTIP targets are generally set annually but are reviewed as part of a competitive market assessment performed by the Compensation Committee’s consultant.
Clearwater Paper Corporation 2024
33

2023 AIP Design

Focus on Performance and Responsibilities. Because our executive officers are responsible for our overall financial, operational, and ~~operational~~strategic performance, 100% of their annual cash bonus was based on company and division performance and strategic objectives for ~~2021.~~2023.

AIP Performance Measures.For ~~2021,~~2023, the company performance measures for executives with enterprise-wide responsibility were:



∎		• 75% of Target – Based on Company Adjusted EBITDA $ Performance
∎
• 25% of Target – Based on Strategic Objectives Performance

For executives in charge of a business unit, performance measures were:



∎		• 45% of Target – Based on Company Adjusted EBITDA $ Performance
∎
• 25% of Target – Based on Strategic Objectives Performance
∎
• 30% of Target – Based on Division Adjusted EBITDA $ Performance

We used ~~adjusted~~Adjusted EBITDA to measure financial performance to focus participants on generating income and cash flow by both increasing revenues and controlling costs. We used company-wide strategic objectives to focus participants on achieving and delivering strategic goals. The performance scales for the ~~adjusted~~Adjusted EBITDA components for ~~2021~~2023 annual cash bonuses and the corresponding performance modifiers as a percentage of target were as follows:



Company and Division Adjusted EBITDA $ Performance Level		Performance Modifier (Percentage of Target Bonus)

At or Below Threshold		0% x Target Bonus

Target		100% x Target Bonus

Maximum		200% x Target Bonus

The performance modifiers increase or decrease depending on the payout ratio determined by the ~~committee~~Compensation Committee for performance between threshold and target levels and between target and maximum levels. There would have been no funding of the annual bonus plan if company ~~adjusted~~Adjusted EBITDA performance was below the threshold level and therefore no annual award payment to participants. The most that could be paid out to participants in the annual incentive plan is 200% of target based on performance. ~~This metric can be reduced but cannot be increased.~~

As determined by the Compensation Committee, ~~2021~~2023 company ~~adjusted~~Adjusted EBITDA goals were as follows:

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS



	Company Adj. EBITDA $

~~2021~~2023 Threshold	$~~148.0~~209.1 Million

~~2021~~2023 Target	$~~185.0~~261.4 Million

~~2021~~2023 Maximum	$313.7 Million

2023 Actual	$~~174.6~~281.0 Million
~~2021 Maximum~~		~~$221.9 Million~~
Approved Percentage of Target	~~72.1%~~137.5%

~~Clearwater Paper Corporation 2022~~

For ~~2021,~~2023, the Compensation Committee established a company ~~adjusted~~Adjusted EBITDA target of ~~$185~~$261.4 million, which was ~~consistent with~~equal to the ~~2021~~2023 operating budget approved by our ~~Board and took into consideration that our adjusted EBITDA for 2020 of $283.2 million was largely due to the COVID pandemic and the associated elevated demand for tissue products.~~Board.

For purposes of establishing ~~2021~~2023 company target Adjusted EBITDA, and the calculation of year-end results, the Compensation Committee adjusted for the same non-GAAP adjustments identified in our 10-K for determining ~~adjusted EBITDA, which include expenses expected to be incurred by~~Adjusted EBITDA. Specifically, the company ~~in connection with~~Adjusted EBITDA is income from operations before interest expense, net, other non-operating costs, taxes, depreciation and amortization, debt retirement costs, and other operating charges, ~~net,~~net. The division Adjusted EBITDA is segment income before depreciation & amortization. A reconciliation of EBITDA and ~~other~~ ~~non-operating~~ ~~expenses. These~~ ~~non-GAAP~~ ~~adjustments~~Adjusted EBITDA may be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the ~~company adjusted EBITDA of $174.6 million used for the 2021 annual incentives are consistent with those noted below.~~heading Non-GAAP Financial Measures, in our Annual Report on Form 10-K, filed on February 20, 2024. Our Compensation Committee has the discretion to ~~reduce, but not increase~~modify bonuses calculated under our annual incentive plan for executive officers. The company did not make any subsequent adjustments to the ~~2021~~2023 company ~~adjusted~~Adjusted EBITDA goals.

~~2021~~2023 AIP Payout

AIP Performance ~~2021~~2023

Company Adjusted EBITDA. During ~~2021,~~2023, we achieved company ~~adjusted~~Adjusted EBITDA of ~~$174.6~~$281.0 million. The ~~2021 adjusted~~2023 Adjusted EBITDA for the company and used in the AIP is ~~presented in Item 7,~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~~~, under the heading~~ ~~Non-GAAP~~ ~~Financial Measures~~,found in our Annual Report on Form 10-K, filed on February ~~15, 2022.~~20, 2024, as described above.

Division Adjusted EBITDA. As determined by the committee, division ~~adjusted~~Adjusted EBITDA are as follows:

CPD
Adj. EBITDA $

PPD
Adj. EBITDA $
2021 Threshold
   $ 93.4 Million    $100.0 Million
2021 Target
   $116.8 Million    $125.0 Million
2021 Actual
   $ 69.0 Million    $161.4 Million
2021 Maximum
   $140.1 Million    $150.0 Million
Approved Percentage of Target
   0.0%    200.0%



	CPD Adj. EBITDA $	PPD Adj. EBITDA $

2023 Threshold	$ 58.6 Million	$206.1 Million

2023 Target	$ 73.2 Million	$257.6 Million

2023 Maximum	$ 87.8 Million	$309.1 Million

2023 Actual	$150.5 Million	$206.4 Million

Approved Percentage of Target	200.0%	0.65%

Strategic ~~Objectives.~~Objectives.25% of target for ~~both executives with enterprise-wide responsibility, and for those executives in charge of a business unit.~~all named executive officers was based on strategic objectives.

The committee selected four components for the ~~Strategic Objectives~~strategic objectives portion of the AIP performance metric for named executive officers and other senior ~~managers:~~

●

~~development of the company’s platform for sustained financial~~managers, and ~~operational improvement;~~

●

~~development of strategic options;~~

●

~~implementation of corporate and divisional cross-business tools, systems, and technology; and~~

●

execution of Phase 1 of the Diversity, Equity, and Inclusion (DE&I) plan, which is a component of our ESG strategy. Actions taken in 2021 included (i) the completion of bias training for all company mill leaders, and (ii) focused outreach efforts to expand applicant flow with an emphasis on hires at or above the director level.

~~The committee~~ evaluated the named executive officers’ performance with respect to those strategic objectives. As a result, the ~~strategic objectives and~~committee determined that there was above target performance of 125.0% for those ~~objectives.~~objectives, as shown below:

Clearwater Paper Corporation ~~2022~~2024



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Objective

Continue to build a high performing, values driven organization

Develop long-term capital plan to sustain and improve the business

Drive sustained above industry average operating performance, excluding market related impacts

Develop and align on strategic options

Total Payout (as % of target):			125.0%

CEO AIP Payout ~~2021.~~2023. Mr. Kitch received a payout of ~~85.3%~~134.4% of target under our annual incentive plan, the same target payout percentage received by our other named executive officers with enterprise-wide responsibility.

~~Long-Term Incentives~~LONG-TERM INCENTIVES

~~2021-2023~~2023-2025 LTIP Design

Focus on Performance, Retention and Recruitment.In ~~2021,~~2023, we continued to link long-term incentives directly to our strategic initiatives and related financial performance with the inclusion of ~~FCF~~free cash flow (FCF) and ~~ROIC~~return on invested capital (ROIC) performance. We focused on stockholder return by awarding performance shares and awarded RSUs to focus on stock price growth as well as for talent retention purposes. Weighting ~~60%~~long-term awards in the form of ~~long-term-awards to~~ performance shares aligns equity incentives with company performance and, ultimately, with stockholder value creation. Our named executive officers received their ~~2021~~2023 long-term incentive plan awards in the following proportions:



	Percentage of LTIP Award

LTIP Participant	Performance Shares	RSUs

Executive Officers	60%	40%

Performance Measures. For ~~2021,~~2023, we used two metrics for performance shares granted for the ~~2021-2023~~2023-2025 period to named executive officers and relative ~~TSR~~Total Stockholder Return (rTSR) as a modifier:



		∎		• 70% - Performance Share Award Based on Free Cash Flow Performance (1)(3)

		∎		• 30% - Performance Share Award Based on ROIC Performance (2)(3)

		∎		• Performance Modified on relative TSR (-25% / 0% / +25%) (3)

(1)

Calculated as the cumulative net cash flows provided by (used from) operating activities less additions to property, plant, and equipment as reported in the company’s Form 10-K for the three years ended December 31, ~~2023.~~2025. This amount specifically excludes any business purchases or divestures. Additional details regarding the Free Cash Flow performance metric will not be disclosed until the end of the performance period given that the goal detail is confidential and competitive in nature. Such disclosure could cause competitive harm. The target-level goals can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance.

(2)

Measured over the three-year period to focus on the delivery of financial results from our strategic initiatives and related capital expenditures. The final ROIC will be calculated as adjusted operating net income divided by the sum of (i) stockholders equity plus (ii) long-term debt (including current portion) less cash and cash equivalents and short-term cash investment as reported in the company’s Form 10-K for each of the three years ended December 31, ~~2023.~~2025. Additional details regarding the ROIC performance metric will not be disclosed until the end of the performance period given that the goal detail is confidential and competitive in nature. Such disclosure could cause competitive harm. The target-level goals can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance.

(3)

~~A twenty-five percent performance modifier will be applied to the combined performance measures for relative total stockholder return, using as the selected comparison group~~The company’s TSR is measured against the S&P SmallCap 600^® ~~to focus on delivery~~ Index itself and the two measures above will only be modified ±25% for TSR levels that fall outside of ~~value to our stockholders.~~the defined spread (i.e., no adjustment for performance between threshold and maximum performance).

Clearwater Paper Corporation ~~2022~~2024



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For the three-year performance period beginning January 1, ~~2021~~2023 and ending December 31, ~~2023,~~2025, the annualized relative TSR (rTSR) performance scale to apply the ~~TSR~~rTSR modifier to the corresponding number of shares earned as a percentage of target were set by the Compensation Committee as follows:



~~Performance Level~~		Annualized Relative Total Stockholder Return		Payout*

~~Percentile Rank~~ ~~Versus~~+12.5% vs. S&P SmallCap 600^® Index		~~Award Payout~~ ~~Modifier~~	+25	%
~~Threshold~~
Between -12.5% and +12.5% vs. S&P SmallCap 600^® Index		~~25th percentile~~	0	%

-12.5% vs. S&P SmallCap 600^® Index		~~-25%~~
~~Target~~	-25	~~55th percentile~~		0%
~~Maximum~~		~~75th percentile~~		~~+25%~~%

~~For~~*The relative TSR modifier can modify a payout if the three-year annualized TSR is equal to or more than 12.5 percentage points below or above the annualized TSR of the S&P SmallCap 600^® Index over the performance ~~that~~period.

If neither FCF nor ROIC hit threshold, rTSR performance will not be used to adjust the payout (rTSR is ~~intermediate,~~not a separate performance measure, it is a modifier only). The total payout will be capped at 200% of target.

The SmallCap 600^® Index was selected for this portion of our Long-Term Incentive Plan in order to incentivize broad-based TSR performance market alignment without tying performance to one of the ~~percentage~~more niche indexes, which generally lack comparability with our business, or our compensation peer group, which represents only one segment of ~~annual payout modifier shall be determined by interpolation.~~the market. For additional Long-Term Incentive Plan details see “Other Compensation Related ~~Matters~~Matters.”~~, pages 39-43.~~

~~2019-2021~~

Clearwater Paper Corporation 2024

2021-2023 LTIP Performance Share Payout

For performance share awards granted to NEOs in ~~2019~~2021 (for the ~~2019-2021~~2021-2023 performance period), we used two metrics with 70% of the performance share award based on ~~Free Cash Flow (FCF)~~FCF performance, and 30% based on ~~Return on Invested Capital (ROIC)~~ROIC performance and a ~~relative Total Stockholder Return (TSR) modifier. This~~rTSR performance modifier, using as the selected comparison group the S&P SmallCap 600^® to focus on delivery of ~~both FCF~~value to our stockholders. Our financial multipliers were achieved at maximum and ~~ROIC with a~~payouts were then adjusted downward by 12.95 percentage points due to our relative TSR modifier, ~~resulted~~resulting in ~~an 85.8%~~a total payout percentage of 187.1% for the performance shares for this performance period. As determined by the committee the ~~2019-2021~~2021-2023 LTIP Performance measures were as follows:

Free Cash Flow(1)

Return on Invested Capital(2)

Free Cash Flow(1)
(70% of the award)

Return on Invested Capital(2)
(30% of the award)

(70% of the award)

(30% of the award)

Threshold

$240MM

3.9%

Threshold

$185MM

5.2%

Target

$300MM

4.9%

Target

$218MM

6.5%

Maximum

$360MM

5.9%

Maximum

$251MM

7.8%

Actual

$258.5MM

6.4%

Performance%

30.8%

200.0%

Actual

$275.1MM

8.4%

Performance %

200.0%

Combined Performance

81.6%

Combined Performance

Relative TSR modifier(3)

4.25%

Relative TSR modifier(3)

Performance Share Payout %

85.8%

Performance Share Payout %

187.1%

(1)

FCF is calculated as ~~GAAP Operating Cash Flow~~the cumulative net cash flows provided by operating activities less ~~$50MM~~additions to property, plant and equipment as reported in the Company’s Form 10-K for the three years ended December 31, 2023, specifically excluding any business purchases or divestitures. During 2021, the Company closed its Neenah, WI operations and cash received for asset sales have been included up to the amount of ~~maintenance capital per~~cash paid associated with a mill closure of $9.5 million. Additionally, $26 million in cash received during the year ~~over~~ended December 31, 2023, associated the ~~three-year~~Company’s uncertain tax provision has been excluded from the calculation until such position has been sustained. The payout percentage determined under the above table was interpolated linearly to reflect performance ~~period.~~that between the levels of FCF specified above.

(2)

ROIC is calculated as ~~Adjusted Operating Income minus Cash taxes net of Interest Expense Tax Shield, divided by Assets after taking the~~ average of the ~~beginning and end~~adjusted operating net income (defined as income (loss) from operations as reported in the Company’s Form 10-K for each of the ~~year (consisting~~three years ended December 31, 2023, less other operating charges, net adjusted for income taxes at a statutory rate of ~~Property, Plant~~26%) divided by the sum of (i) stockholders equity plus (ii) long-term debt (including current portion) less cash and ~~Equipment plus Intangibles plus Goodwill plus Cash plus Receivables plus Inventory minus Payables minus~~ cash equivalents and short-term cash investments as reported in ~~excess~~the Company’s Form 10-K for each of ~~$15 million of operating cash).~~the three years ended December 31, 2023. The ~~final~~ ROIC calculation is the average of the three one-year ROIC results for each year in the Performance Period. The payout percentage determined under the above table was interpolated linearly to reflect performance ~~period measured by~~that between the ~~ratio~~levels of Adjusted Net Operating Profit After Tax to average invested capital. Average invested capital is defined as Cash, Receivables (excluding income tax receivables), Inventories, Property, plant and equipment, Goodwill and intangible assets, net less Accounts Payable and accrued liabilities and Cash in excess of $15 million and is calculated as the sum of current and prior year ending amounts divided by two. Adjusted Net Operating Profit is calculated as Net income (loss) before Interest expense, net, Other ~~non-operating~~ expense, income taxes, goodwill impairment, other operating charges, net, and debt retirement costs. Additionally, we reduce this amount for an interest shield which is calculated as interest expense, excluding amortization of deferred debt cost at a statutory tax rate of 26% and we further adjust this amount by Cash taxes refunds received, net of paid.FCF specified above.

(3)	For the TSR component, ~~we had a 46.86%~~our absolute TSR ~~(58.4%~~was -1.11% (39.46)% percentile ~~rank), which equates to a modifier of +4.25%.~~

~~Clearwater Paper Corporation 2022~~

~~The following graph shows the performance share payout for the prior three years.~~

~~Performance Share Payout for Past Three Years~~

~~(1)~~

For the 2017-2019 performance period, we used two metrics with 60% of the performance share award based on ROIC performance, and 40% based on relative TSR. For the ROIC component, the actual ROIC performance fell short of threshold. For the TSR component, we had a ~~-66.1%~~ ~~TSR which placed us in the 6.6% percentile for performance and resulted in no payout for this performance period.~~

~~(2)~~

For the 2018-2020 performance period, we used two metrics with 60% of the performance share award based on FCF performance, and 40% based on ROIC and a relative TSR modifier. For the FCF component, the actual FCF performance fell short of threshold while the actual ROIC performance was above target with an unmodified payout of 160% of target. For the TSR component, we had a ~~-20.2%~~ ~~TSR (26.6% percentile rank)~~rank against our peers), which equated to a modifier of ~~-23.4%.~~ ~~This performance of both FCF and ROIC with a TSR modifier resulted in a 40.6% payout for the performance shares.~~-12.95% percentage points.

~~Other Compensation Related Matters~~OTHER COMPENSATION RELATED MATTERS

Compensation Committee Process

Compensation Oversight.The Compensation ~~Committee’s primary responsibility~~Committee is responsible for the oversight of our executive compensation and benefits programs. The committee’s responsibilities in this area include determining and approving annual performance measurements for our executive officers’ incentive pay and reviewing, determining, and approving their compensation packages. As a part of the annual compensation decision process, the Compensation Committee considers overall company and individual performance as well as performance against specific pre-established financial goals, achievement of strategic initiatives, performance relative to financial markets, and a risk/control and compliance assessment.

Management Input. As part of our process for establishing executive compensation, our CEO and our Senior Vice President, Human Resources, or SVP-HR, provide information and make recommendations to the Compensation Committee. Our CEO and SVP-HR provide the Compensation Committee with a detailed review of the actual results for the company compared to the

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

performance measures set at the beginning of the year under our annual incentive plan. Our CEO provides to the committee performance evaluations of the executives who report to him; and recommendations regarding (i) changes to base

~~Clearwater Paper Corporation 2022~~

salaries as well as target amounts for annual cash bonuses and equity awards for each executive officer, excluding his own; (ii) compensation packages for executives being hired or promoted; and (iii) proposed company performance targets.

Recommendations regarding target and actual executive compensation components are based on the principal duties and responsibilities of each position, competitor pay levels within our industry in both regional and national markets and at comparable companies, and internal pay equity, as well as on individual performance considerations.

Compensation C~~onsultant.~~Consultant.The Compensation Committee has engaged Semler Brossy to advise the committee on executive compensation matters as well as the competitive design of the company’s long-term and annual incentive programs. The Nominating Committee has also engaged Semler Brossy to advise that committee on director compensation matters. Semler Brossy does not advise any of our executive officers as to their individual compensation and does not perform other ~~compensation related~~compensation-related services for the company.

The Compensation Committee’s independent consultant performs an annual competitive market assessment of each executive officer’s compensation package that the committee uses to analyze each component of such compensation as well as each executive officer’s compensation in the aggregate. The intent of these assessments is to evaluate the proper balance and competitiveness of our executive officers’ compensation, as well as the form of award used to accomplish the objective of each component. The committee is also advised, on an annual basis, as to target performance measures and other executive compensation matters by its compensation consultant.

Ultimately, decisions about the amount and form of executive compensation under our compensation program are made by the Compensation Committee alone and may reflect factors and considerations other than the information and advice provided by its consultant or management.

Establishing ~~Compensation.~~Compensation.At meetings held in the first quarter of each year, the Compensation Committee typically takes the following actions relating to the compensation for our executive officers, and in some cases other senior employees:

^·

~~approves any base salary adjustments;~~

approves any base salary adjustments;

^·

approves the payment of cash awards under ~~our annual incentive plan for the prior year’s performance;~~

^·

~~approves the settlement of any performance-based equity awards previously issued under our long-term incentive program;~~

^·

~~establishes the performance measures and approves the target award opportunity for cash awards under our annual incentive plan for the current year;~~

^·

~~establishes the performance measures for any performance-based equity awards under our long-term incentive program;~~

^·

approves the threshold and maximum levels of performance under our annual and long-term incentive plans, including performance shares, as well as the payouts for achieving those levels of performance; and

^·

~~approves the grant of performance shares and any other equity awards, such as options or restricted stock units that vest based on continued employment, under our long-term incentive program.~~

~~Competitive Market Assessments.~~ ~~The committee conducts an annual review of each of our executive officers’ compensation and, in connection with these assessments, analyzes competitive data provided by~~

~~Clearwater Paper Corporation 2022~~

its compensation consultant. In the fourth quarter of 2021, Semler Brossy performed such an assessment for the committee. Consistent with their approach in prior years, Semler Brossy’s 2021 market assessments compared the compensation of our named executive officers with that of companies in the forest products industry as well as manufacturing companies of similar size in terms of revenue and market capitalization. They also utilized market data from relevant published survey sources, including surveys from Mercer, Radford, and Willis Towers Watson for market data on paper and allied products companies, manufacturing companies, and/or general industry companies of similar size. In its competitive assessments, Semler Brossy gathered competitive compensation data that was adjusted, where feasible and appropriate, to the revenues of the company. See “~~2021 Executive Compensation Peer Group~~” page 33. The competitive assessments were based on executive positions that are comparable to those of our executive officers. As part of the review and modification of our executive compensation program for 2021, Semler Brossy provided the Compensation Committee with analyses of our annual incentive plan for the prior year’s performance;

approves the settlement of any performance-based equity awards previously issued under our long-term incentive program;

establishes the performance measures and approves the target award opportunity for cash awards under our annual incentive plan for the current year;

establishes the performance measures for any performance-based equity awards under our long-term incentive program;

approves the threshold and maximum levels of performance under our annual and long-term incentive ~~plan.~~

~~Individual Performance.~~ ~~The committee adjusts compensation on a~~ ~~case-by-case~~ ~~basis taking into account competitive market data, job~~plans, including performance ~~long-term potential, experience, potential recruitment needs~~shares, as well as the payouts for achieving those levels of performance; and ~~retention. Total direct compensation (defined~~

approves the grant of performance shares and any other equity awards, such as ~~base salary plus short- and long-term incentives) earned by our executives may vary~~options or restricted stock units that vest based on ~~these factors. However, individual performance is not relevant in determining performance~~continued employment, under ~~annual or~~our long-term ~~incentives.~~incentive program.

Other Compensation Matters

Officer Stock Ownership ~~Guidelines.~~Guidelines.In the interest of promoting and increasing equity ownership by our senior executives and to further align our executives’ long-term interests with those of our stockholders, we have adopted the following stock ownership guidelines:

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS



Title		Value of Clearwater Paper Equity Holdings

Chief Executive Officer		5x Base Salary

Division President		2x Base Salary

Senior Vice President		2x Base Salary

Each executive must acquire, within five years of his or her becoming an executive officer, or within five years of becoming subject to any incremental guidelines, at least the equity value shown above. Each of our named executive officers has met or is on track to meet his or her current equity ownership requirements. Shares held in a brokerage account, an account with our transfer agent, an account with our stock plan administrator or in our 401(k) Plan, common stock units owned as a result of deferred awards made under our incentive programs, and any vested RSUs, all count towards the ownership requirement. Shares subject to unvested RSUs, unexercised options or unearned performance shares, however, do not count toward the ownership guidelines. The value of the shares held by an officer will be measured by the greater of the value of the shares at the (i) time acquired or vested or (ii) the applicable annual measurement date, based on the twenty-day average closing price of our stock before that measurement date. ~~The~~For the stock ownership of all our named executive officers as of ~~March 18, 2022, is presented on pages 10-11.~~February 29, 2024, see “Security Ownership of Certain Beneficial Owners and Management.” If an executive officer does not meet the ownership requirements or the ownership requirement is not maintained after it is initially met, any restricted stock unit or performance share award that is earned, on an after-tax basis, would have to be retained by the officer to the extent necessary to meet the stock ownership guidelines. ~~See~~ ~~“Security Ownership of Certain Beneficial Owners and Management.”~~

Annual Incentive and Long-term Incentive ~~Clawbacks.~~Clawbacks.The company has had in place for several years financial restatement clawback provisions in its cash and equity plans for all employees. This year the right to cancel or adjust the amount of any annual incentive or any equity award if our financial statements on which the calculation or determination of the award was based are subsequently restated due to error or misconduct and, in theCompensation Committee adopted a standalone, mandatory clawback policy for executive officers that complies with Dodd-Frank.

~~Clearwater Paper Corporation 2022~~

judgement of the committee, the financial statements as restated would have resulted in a smaller or no award if such information had been known at the time the award had originally been calculated or determined. In addition, in the event of such a restatement, we may require an employee who received an award to repay the amount by which the award as originally calculated or determined exceeds the award as adjusted.

Executive Severance and Change of Control Plans.The Compensation Committee believes that our Executive Severance Plan and our Change of Control Plan (or in the case of Mr. Kitch, the severance and change of control benefits provided in his employment agreement) provide tangible benefits to the company and our stockholders, particularly in connection with recruiting and retaining executives in a change of control situation. We do not provide for excise tax gross ups upon a change of control. We do not view our change of control benefits or post-termination benefits as core elements of compensation due to the fact that a change of control or another triggering event may never occur. Our objectives in ~~having the Executive Severance Plan and Change of Control Plan~~offering these benefits are consistent with our compensation objectives to recruit, motivate and retain talented and experienced executives. In addition, we believe these ~~plans~~benefits provide a long-term commitment to job stability and financial security for our executives and encourage retention of those executives in the face of the uncertainty and potential disruptive impact of an actual or potential change of control. Our change of control ~~plan works~~benefits work to ensure that the interests of our executives will be materially consistent with the interests of our stockholders when considering corporate transactions and are intended to reassure executives that they will receive previously deferred compensation and that prior equity grants will be honored because decisions as to whether to provide these amounts are not left to management and the directors in place after a change of control. Our change of control and post-termination benefits are not provided exclusively to the named executive officers but are also provided to certain other management employees. ~~Severance~~For severance and change of control benefits ~~are discussed in detail on pages 51-57. See~~ see “Potential Payments Upon Termination or a Change of Control.”

The Role of Stockholder Advisory Vote. At our ~~annual meeting~~Annual Meeting in ~~2022,~~2024, our stockholders will again be provided the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers. This vote is set forth in Proposal 3 in this proxy statement. The Compensation Committee, as it did last year, will consider the outcome of the vote when making future compensation decisions regarding our named executive officers.

Salaried Retirement Benefits. The company sponsors a Salaried Retirement Plan, or Retirement Plan, which provides a pension to salaried employees of Clearwater Paper as of December 15, 2010, including some of our named executive

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

officers. ~~This~~For more information on this plan ~~is discussed in detail on pages 49-51.~~ ~~See~~see “Post-Employment Compensation.” We closed the Retirement Plan to new participants effective December 15, 2010 and froze the accrual of further benefits for current participants under the plan as of December 31, 2011. In lieu of further accrual of benefits under the Retirement Plan, we ~~are providing~~provide enhanced 401(k) contributions to provide a competitive and sustainable retirement benefit to the prior plan participants and new salaried employees.

401(k) Plan. Under the Clearwater Paper 401(k) Plan, or the 401(k) Plan, in ~~2021~~2023 we made matching contributions equal to 70% of a salaried employee’s contributions up to 6% of his or her annual cash compensation, subject to applicable tax limitations. Eligible employees who elect to participate in this plan are 100% vested in the matching contributions upon completion of two years of service. All eligible nonunion employees of Clearwater Paper and its subsidiaries, including our named executive officers, are permitted to make voluntary pre-tax and after-tax (Roth) contributions to the plan, subject to applicable tax limitations. The employee contributions are eligible for matching contributions as described above. Additionally, in ~~2021~~2023 we made nonelective contributions to employees’ accounts under the 401(k) Plan of 3.5% of an employee’s eligible annual compensation. These contributions are 100% vested.

~~Clearwater Paper Corporation 2022~~

Supplemental Benefit Plan. Our Clearwater Paper Salaried Supplemental Benefit Plan, or Supplemental Plan, provides retirement benefits to our salaried employees, including our named executive officers, based upon the benefit formulas of our Retirement Plan and 401(k) Plan. Benefits under the Supplemental Plan are based on base salary and annual bonus, including any such amounts that the employee has elected to defer, and are computed to include amounts in excess of the IRS compensation and benefit limitations applicable to our qualified plans. Otherwise, these benefits are calculated based on the qualified plan formulas and do not augment the normal benefit formulas applicable to our salaried employees. ~~These~~For more information on these plans ~~are discussed in detail on page 50. See~~ see “Summary of the Supplemental Plan Benefit.”

To appropriately align with the change to the Retirement Plan and the introduction of the nonelective contributions to 401(k) Plan benefits, the portion of the Supplemental Plan based on the Retirement Plan benefit formula was frozen as of December 31, 2011, and the portion of the Supplemental Plan based on the 401(k) Plan benefit formula includes any enhanced 401(k) contributions that would exceed the IRS compensation and benefit limits.

Personal Benefits.We do not provide perquisites or other personal benefits to our officers or senior employees, with the exception of (i) certain charitable contributions made by the company on behalf of our officers pursuant to company charitable giving or matching programs, or (ii) relocation expenses made pursuant to a company program. Salaried employees, including named executive officers, who participate in our relocation program receive a tax restoration payout on certain of the relocation benefits provided.

Clearwater Paper Corporation ~~2022~~2024

EXECUTIVE COMPENSATION TABLES

~~2021~~2023 COMPENSATION

2023 Summary Compensation

~~2021 Summary Compensation~~ Table


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)		Total ($)		Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)		Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)		Total ($)
Arsen S. Kitch	2021	$813,462			$1,838,354	$	0		$693,000	$0		$163,512		$3,508,327	2023	$940,385			$2,872,321	$0		$1,263,700	$0		$211,690		$5,288,096
President and Chief	2020	$668,269			$2,075,292	$	0		$1,180,200	$0		$86,884		$4,010,645	2022	$888,461			$2,113,054	$0		$1,549,100	$0		$143,073		$4,693,688
Executive Officer	2019	$337,115			$274,164	$	0		$279,900	$0		$32,010		$923,189	2021	$813,462			$1,838,354	$0		$693,000	$0		$163,512		$3,508,327
Michael J. Murphy	2021	$486,923			$461,961	$	0		$269,800	$0		$71,342		$1,290,026
Sherri J. Baker (5)(8)(9)															2023	$200,000			$647,943	$0		$174,200	$0		$69,831		$1,091,974
Senior Vice President, Finance	2020	$343,461			$915,870	$	0		$436,800	$0		$26,497		$1,722,628
and Chief Financial Officer
Rebecca A. Barckley (6)(8)(9)															2023	$316,514	$6,953		$147,928	$0		$157,300	$0		$41,547		$670,242
Vice President, Controller and Interim
Chief Financial Officer
Michael J. Murphy (7)															2023	$257,115			$553,166	$0		$224,000	$0		$292,792		$1,327,073
Former Senior Vice President, Finance															2022	$509,733			$485,054	$0		$570,100	$0		$62,324		$1,627,211
and Chief Financial Officer															2021	$486,923			$461,961	$0		$269,800	$0		$71,342		$1,290,026
Steve M. Bowden	2021	$397,692			$377,097	$	0		$319,500	$0		$60,637		$1,154,926	2023	$450,500			$481,892	$0		$273,300	$0		$72,857		$1,278,549
Senior Vice President, Gen’l Mgr,	2020	$393,077			$997,849	$	0		$389,800	$0		$46,418		$1,827,144	2022	$433,846			$422,622	$0		$495,700	$0		$60,720		$1,412,888
Pulp and Paperboard Division															2021	$397,692			$377,097	$0		$319,500	$0		$60,637		$1,154,926
Michael S. Gadd	2021	$482,692			$457,236	$	0		$267,500	$0		$91,689		$1,299,117	2023	$512,116			$547,862	$0		$447,300	$18,396		$82,892		$1,608,565
Senior Vice President, General	2020	$484,231			$826,742	$	0		$578,200	$0		$69,238		$1,958,411	2022	$497,692			$480,226	$0		$564,400	$0		$71,808		$1,614,126
Counsel and Corporate Secretary	2019	$447,115			$362,868	$	0		$285,100	$76,538		$46,848		$1,218,469	2021	$482,692			$457,236	$0		$267,500	$0		$91,689		$1,299,117
Kari G. Moyes	2021	$397,692			$377,097	$	0		$220,400	$0		$67,113		$1,062,302	2023	$423,500			$453,201	$0		$369,900	$0		$68,499		$1,315,100
Senior Vice President,	2020	$396,923			$997,849	$	0		$473,900	$0		$48,427		$1,917,099	2022	$411,000			$396,684	$0		$466,100	$0		$49,918		$1,323,702
Human Resources	2019	$363,269			$298,345	$	0		$232,000	$0		$37,520		$931,134	2021	$397,692			$377,097	$0		$220,400	$0		$67,113		$1,062,302

(1)

The stock awards column shows the aggregate grant date fair value of the RSUs, and the performance shares granted to all of our named executive officers. In accordance with FASB ASC Topic 718, the grant date fair value reported for all RSUs, and performance shares was computed by multiplying the number of shares subject to each RSU and performance share award (assuming payout at target) by the closing price of Clearwater Paper’s stock on the grant date. The fair value of the TSR portion of the performance share awards for purposes of estimating compensation was calculated using a Monte Carlo simulation model. The assumptions underlying FASB ASC Topic 718 valuations performed for performance shares are discussed in note 14 to our audited financial statements included in our 10-K.

Following is the value as of the grant date of the performance shares granted to our named executive officers by us in ~~2021~~2023 and in ~~2020,~~2022, assuming the highest level of performance would have been or will be achieved (resulting in settlement of 200% of the shares subject to the award) in each case based on Clearwater Paper’s closing stock price on the applicable grant date. Mr. Kitch ~~(2021~~(2023 - ~~$2,085,124~~$3,329,757 and ~~2020~~2022 - ~~$1,629,131)~~$2,464,137), Ms. Barckley (2023 - $171,500), Messrs. Murphy ~~(2021~~(2023 - ~~$523,951~~$641,270 and ~~2020~~2022 - ~~$697,325)~~$565,666), Bowden ~~(2021~~(2023 - ~~$427,749~~$558,617 and ~~2020~~2022 - ~~$566,462)~~$492,816), Gadd ~~(2021~~(2023 - ~~$518,647~~$635,077 and ~~2020 - $691,520)~~2022- $560,013), and Ms. Moyes ~~(2021~~(2023 - ~~$427,749~~$525,357 and ~~2020~~2022 - ~~$566,462)~~$462,568).

(2)	This column shows cash bonuses earned under our annual incentive plan. Annual bonuses relating to performance in ~~2021~~2023 were actually paid in ~~2022.~~2024.

(3)	Represents the aggregate annual change in the actuarial present value of accumulated pension benefits under all of our defined benefit and actuarial pension plans. No portion of the amounts shown in this column is attributable to above market or preferential earnings on deferred compensation.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

(4)	All Other Compensation Table below for additional information:



Name	Company Contributions				Other Benefits		Company Contributions				Other Benefits
	401(k)		Supplemental 401(k)(a)



							401(k)		Supplemental 401(k)(a)
Arsen S. Kitch	$	22,330		$131,182		$10,000 (b)	$	19,918		$171,773		$20,000 (b)
Sherri J. Baker							$	11,693		$0		$58,139 (c)
Rebecca A. Barckley
Michael J. Murphy	$	22,330		$48,812			$	17,259		$0		$275,533 (d)
Steven M. Bowden	$	22,330		$38,307
Michael S. Gadd	$	22,330		$59,359		$10,000 (c)
Kari G. Moyes	$	22,330		$44,783			$	16,640		$51,859

(a)

Allocations made under the 401(k) Plan supplemental benefit portion of our Supplemental Plan and are computed to include amounts in excess of the IRS compensation and benefit limitations applicable to our qualified plans.

~~Clearwater Paper Corporation 2022~~

(b)

~~Includes~~Pursuant to our practice of donating to charitable organizations on behalf of our executives who sit on charitable boards, a ~~charitable~~ contribution of ~~$10,000~~$20,000 was made by the company to Spokane Symphony, of which Mr. Kitch serves as ~~a director.~~chair of the board.

(c)

~~Includes~~Relocation benefits provided pursuant to Ms. Baker’s employment agreement to relocate her to our company headquarters. This entire amount is subject to repayment if Ms. Baker is terminated for cause or resigns without Good Reason within two years of her hire date, and includes a ~~charitable contribution~~tax restoration benefit of ~~$10,000 made by~~$19,426 paid in connection with the relocation benefit.

(d)

Payment in accordance with the terms of our Executive Severance Plan including cash severance payments of $260,000 and $15,532.74 in continued benefits.

(5)

Ms. Baker joined the company on August 14, 2023 and therefore only received a portion of her $520,000 annual salary. In addition, Ms. Baker’s non-equity incentive compensation was prorated accordingly for the period she worked during the year. Pursuant to ~~Second Harvest~~the terms of her offer letter, Ms. Baker received an award of restricted stock units (“RSUs”) the value of which ~~Mr. Gadd serves as a director.~~is shown in the Stock Awards column. These RSUs vest in full on August 15, 2026 subject to Ms. Baker’s continued employment.

(6)	Ms. Barckley served as interim Chief Financial Officer between June 30, 2023 through August 14, 2023. Ms. Barckley received a stipend during this interim period which is included in the “All Other Compensation” column.

(7)	Mr. Murphy ceased being an executive officer and employee of the company effective June 30, 2023.

(8)	Ms. Baker and Ms. Barckley were not named executive officers prior to 2023.

(9)	Ms. Baker received a $10,000 employee moving bonus and Ms. Barkley received a discretionary $6,953 performance bonus in conjunction with her annual merit increase bonus in connection with her performance as interim Chief Financial Officer.

Clearwater Paper Corporation 2024

Grants of Plan-Based Awards for ~~2021~~ 2023


Name	Grant Date	Estimated Possible 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 ($)
Name
Name
Name															Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)				Estimated Future Payouts Under Equity Incentive Plan Awards(2)					All Other Stock Awards: Number of Shares of Stocks or Units (#)(3)			Grant Date Fair Value of Stock Awards ($)




		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)		Maximum (#)								Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)		Maximum (#)
Arsen S. Kitch		$0	$812,500		$1,625,000
																2/27/2023					0		43,549		87,098					$1,762,428
																2/27/2023														29,032		$1,109,893
Sherri J. Baker
																8/14/2023														18,587		$647,943
Rebecca A. Barckley
	3/4/2021					0		28,697		57,394				$1,143,288	2/27/2023					0		2,243		4,486					$90,774
	3/4/2021											19,132		$695,066	2/27/2023													1,495			$57,154
Michael J. Murphy		$0	$316,300		$632,600
	3/4/2021					0		7,211		14,422				$287,286	2/27/2023					0		8,387		16,774					$339,422
	3/4/2021											4,808		$174,675	2/27/2023													5,591			$213,744
Steve M. Bowden		$0	$258,400		$516,800
	3/4/2021					0		5,887		11,774				$234,538	2/27/2023					0		7,306		14,612					$295,674
	3/4/2021											3,924		$142,559	2/27/2023													4,871			$186,218
Michael S. Gadd		$0	$313,600		$627,200
	3/4/2021					0		7,138		14,276				$284,378	2/27/2023					0		8,306		16,612					$336,144
	3/4/2021											4,758		$172,858	2/27/2023													5,538			$211,718
Kari G. Moyes		$0	$258,400		$516,800
	3/4/2021					0		5,887		11,774				$234,538	2/27/2023					0		6,871		13,742					$278,069
	3/4/2021											3,924		$142,559		2/27/2023											4,581			$175,132

(1)

Actual amounts paid under our annual incentive plan for performance in ~~2021~~2023 were paid in March ~~2022~~2024 and are reflected in the Summary Compensation Table ~~on page 44~~ in the column titled “Non-Equity Incentive Plan Compensation.” Awards granted under our annual incentive plan included an operational component related to company ~~adjusted~~Adjusted EBITDA, which accounted for 75% of the annual incentive plan for the corporate executives with enterprise-wide responsibility and 45% for the division executives; a company-wide strategic objectives component, which accounted for 25% of the annual incentive plan for corporate and division executives; and for the division executives’ remaining 30% ~~for the division executives,~~, a component related to division ~~adjusted~~Adjusted EBITDA. The company portion of the target annual bonus amount could have been up to 200% of target, depending on the company’s ~~adjusted~~Adjusted EBITDA performance; the company-wide strategic objectives component of the bonus could have been up to 200% of the target; and the division portion of the target annual bonus amount could have been up to 200% of target, depending on the division ~~adjusted~~Adjusted EBITDA performance. This resulted in a cap on what could be paid out equal to 200% of the aggregate target amount for the year. If the company ~~adjusted~~Adjusted EBITDA threshold target is not met, no participant is eligible to receive a bonus under our annual incentive plan for that year. The threshold amounts shown in the table assume threshold for company performance, company-wide strategic objectives performance and division performance.

(2)

Amounts shown represent performance shares granted for the performance period ~~2021-2023.~~2023-2025. The named executive officers’ total long-term incentive grants were in the form of performance shares and RSUs, with 60% granted as performance shares that may pay out based on our Free Cash Flow (“FCF”) (70% of target grant) and Return on Invested Capital (“ROIC”) (30% of target grant), with a ~~-25%~~ ~~to +25%~~ modifier based on relative total stockholder return (“TSR”) compared to that of ~~a selected comparison group (companies comprising~~ the S&P SmallCap 600^® ~~Index)~~Index during the three-year performance period, and 40% granted as time-vested RSUs, which ~~has~~use three-year ratable vesting subject to continuing employment. The grant date fair value of the performance share awards has been calculated as described in footnote 1 to the ~~2021~~2023 Summary Compensation Table above. Threshold payout is shown at zero solely for illustrative purposes. For both the relative FCF and ROIC portions of the performance share awards, threshold performance will result in a payout of 0% of target, target level performance will result in a payout of 100% of target, and maximum performance will result in a payout of 200% of target. The relative TSR modifier can modify a payout ~~from~~ ~~-25%~~if the three-year annualized TSR is equal to or more than 12.5 percentage points below or above the annualized TSR of the S&P SmallCap 600^® Index over the Performance Period. Clearwater Paper’s outperformance of the Index by 12.5% or more will result in the application of an additive modifier of +25% ~~(not~~. Clearwater Paper’s underperformance of the Index by -12.5% or more will result in the application of an additive modifier of -25%. If neither FCF nor ROIC hit threshold, rTSR performance will not be used to ~~exceed 200% for~~adjust the payout (rTSR is not a separate performance measure, it is a modifier only). The total payout ~~award). For performance that is intermediate, the percent of target multiplier~~ will be ~~determined by interpolation.~~capped at 200% of target.

(3)	Amounts represent RSUs with three-year ratable vesting subject to continuing ~~employment.~~employment, except in the case of Ms. Baker whose RSUs vest on August 15, 2026, subject to her continue employment and pursuant to her offer letter.

Clearwater Paper Corporation ~~2022~~

~~CEO Pay Ratio~~

Under SEC rules, we are required to provide information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO. The median of the annual total compensation of all employees of our company (other than our CEO) was $79,163. As reported in the “~~2021 Summary Compensation Table~~” above, the annual total compensation of our CEO was $3,508,327. Based on this information, for 2021 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 44 to 1.

~~To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:~~

We determined that, as of the date of the last payroll run for the year (December 31, 2021), our employee population consisted of approximately 2,968 individuals with all of the individuals located in the United States. This population consisted of our full-time, part-time, and temporary workers.

~~To identify the median employee from our employee population, we compared the amount of total cash earnings of all of our employees (other than our CEO) based on our payroll records.~~

~~Since all of our employees are located in the United States, we did not make any~~ ~~cost-of-living~~ ~~adjustments in identifying the median employee.~~

The pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgement and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our estimated pay ratio as disclosed above.2024

~~Clearwater Paper Corporation 2022~~44



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

~~2021~~2023 Outstanding Equity Awards at Fiscal Year End

Option Awards(1)
Stock Awards(1)
Number of
Securities
Underlying
Unexercised
Options
(#) Number of
Securities
Underlying
Unexercised
Options
(#) Option
Exercise
Price Option
Expiration Number of
Shares or
Units of
Stock That
Have Not
Vested Market Value
of Shares
or Units of
Stock That
Have Not
Vested 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
Name Exercisable Unexercisable ($) Date (#)(2) ($)(3) (#)(4) ($)(3)
Arsen S. Kitch

Performance Share Grant (2021-2023)
0 $0
Restricted Stock Units (2021-2023)
19,132 (5 ) $701,570
Performance Share Grant (2020-2022)
91,782 $3,365,646
Restricted Stock Units (2020-2022)
13,178 (6 ) $483,237
Restricted Stock Units (2020-2024)
43,706 (8 ) $1,602,699
Restricted Stock Units (2019-2021)
1,032 (10 ) $37,843
Stock Option Grant (2018-2020)
7,332 $37.45 3/5/2028
Stock Option Grant (2017-2019)
3,498 $56.75 2/27/2027
Stock Option Grant (2016-2018)
5,775 $38.75 2/25/2026
Stock Option Grant (2015-2017)
1,956 $61.75 2/26/2025
Stock Option Grant (2014-2016)
1,371 $66.97 2/24/2024
Michael J. Murphy

Performance Share Grant (2021-2023)
0 $0
Restricted Stock Units (2021-2023)
4,808 (5 ) $176,309
Performance Share Grant (2020-2022)
33,606 $1,232,332
Restricted Stock Units (2020-2022)
4,825 (11 ) $176,933
Restricted Stock Units (2020-2023)
17,875 (12 ) $655,476
Steve M. Bowden

Performance Share Grant (2021-2023)
0 $0
Restricted Stock Units (2021-2023)
3,924 (5 ) $143,893
Restricted Stock Units (2020-2022)
30,594 (9 ) $1,121,882
Performance Share Grant (2020-2022)
19,758 $724,526
Restricted Stock Units (2020-2022)
2,837 (7 ) $104,033
Restricted Stock Units (2019-2021)
1,062 (10 ) $38,944
Michael S. Gadd

Performance Share Grant (2021-2023)
0 $0
Restricted Stock Units (2021-2023)
4,758 (5 ) $174,476
Restricted Stock Units (2020-2022)
15,297 (9 ) $560,941
Performance Share Grant (2020-2022)
24,120 $884,480
Restricted Stock Units (2020-2022)
3,464 (7 ) $127,025
Restricted Stock Units (2019-2021)
1,366 (10 ) $50,091
Stock Option Grant (2018-2020)
9,813 $37.45 3/5/2028
Stock Option Grant (2017-2019)
7,587 $56.75 2/27/2027
Stock Option Grant (2016-2018)
11,328 $38.75 2/25/2026
Stock Option Grant (2015-2017)
6,315 $61.75 2/26/2025
Stock Option Grant (2014-2016)
7,587 $66.97 2/24/2024
Kari G. Moyes

Performance Share Grant (2021-2023)
0 $0
Restricted Stock Units (2021-2023)
3,924 (5 ) $143,893
Restricted Stock Units (2020-2022)
30,594 (9 ) $1,121,882
Performance Share Grant (2020-2022)
19,758 $724,526
Restricted Stock Units (2020-2022)
2,837 (7 ) $104,033
Restricted Stock Units (2019-2021)
1,123 (10 ) $41,180
Stock Option Grant (2018-2020)
7,668 $37.45 3/5/2028
Stock Option Grant (2017-2019)
6,141 $56.75 2/27/2027
Stock Option Grant (2016-2018)
8,943 $38.75 2/25/2026
Stock Option Grant (2015-2017)
5,010 $61.75 2/26/2025
Stock Option Grant (2014-2016)
1,407 $66.97 2/24/2024


	Option Awards(1)							Stock Awards(1)
	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)				Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Name	Exercisable		Unexercisable	Option Exercise Price ($)		Option Expiration Date

Arsen S. Kitch

Performance Share Grant (2023-2025)															87,098		$1,572,990

Restricted Stock Units (2023-2025)									29,032	(5)			$1,048,636

Performance Share Grant (2022-2024)															84,562		$3,054,379

Restricted Stock Units (2022-2024)									18,886	(6)			$682,162

Restricted Stock Units (2021-2023)									6,505	(7)			$234,961

Restricted Stock Units (2020-2024)									43,706	(8)			$1,578,661

Stock Option Grant (2018-2020)		7,332			$37.45		3/5/2028

Stock Option Grant (2017-2019)		3,498			$56.75		2/27/2027

Stock Option Grant (2016-2018)		5,775			$38.75		2/25/2026

Stock Option Grant (2015-2017)		1,956			$61.75		2/26/2025

Stock Option Grant (2014-2016)		1,371			$66.97		2/24/2024

Sherri J. Baker

Restricted Stock Units (2023-2025)									18,587	(9	)		$671,362

Rebecca A. Barckley

Performance Share Grant (2023-2025)															4,486		$ 162,034

Restricted Stock Units (2023-2025)									1,495	(5	)		$53,999

Performance Share Grant (2022-2024)															5,188		$ 187,391

Restricted Stock Units (2022-2024)									1,160	(6	)		$41,899

Restricted Stock Units (2021-2023)									434	(7	)		$15,676

Restricted Stock Units (2021-2023)									2,453	(7	)		$88,602

Michael J. Murphy (10)

Steve M. Bowden

Performance Share Grant (2023-2025)															14,612		$ 527,785

Restricted Stock Units (2023-2025)									4,871	(5	)		$175,941

Performance Share Grant (2022-2024)															16,912		$ 610,861

Restricted Stock Units (2022-2024)									3,778	(6	)		$136,461

Restricted Stock Units (2021-2023)									1,335	(7	)		$48,220

Michael S. Gadd

Performance Share Grant (2023-2025)															16,612		$ 600,025

Restricted Stock Units (2023-2025)									5,538	(5	)		$200,033

Performance Share Grant (2022-2024)															19,218		$ 694,154

Restricted Stock Units (2022-2024)									4,293	(6	)		$155,063

Restricted Stock Units (2021-2023)									1,618	(7	)		$58,442

Stock Option Grant (2018-2020)		9,813			$37.45		3/5/2028

Stock Option Grant (2017-2019)		7,587			$56.75		2/27/2027

Stock Option Grant (2016-2018)		11,328			$38.75		2/25/2026

Stock Option Grant (2015-2017)		6,315			$61.75		2/26/2025

Stock Option Grant (2014-2016)		7,587			$66.97		2/24/2024

Kari G. Moyes

Performance Share Grant (2023-2025)															13,742		$ 496,361

Restricted Stock Units (2023-2025)									4,581	(5	)		$165,466

Performance Share Grant (2022-2024)															15,874		$ 573,369

Restricted Stock Units (2022-2024)									3,546	(6	)		$128,082

Restricted Stock Units (2021-2023)									1,335	(7	)		$48,220

Stock Option Grant (2018-2020)		7,668			$37.45		3/5/2028

Stock Option Grant (2017-2019)		6,141			$56.75		2/27/2027

Stock Option Grant (2016-2018)		8,943			$38.75		2/25/2026

Stock Option Grant (2015-2017)		5,010			$61.75		2/26/2025

Stock Option Grant (2014-2016)		1,407			$66.97		2/24/2024

(1)

For ~~2019, all~~2021, 2022 and 2023, 60% of the named executive officers’ annual equity awards were in the form of ~~70%~~ performance shares that may pay out based on our FCF (70% of target grant) and ROIC (30% of target grant) ~~with~~. The 2021 performance share grants use a -25% to +25% modifier based

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

on a relative TSR compared to that of a selected comparison group (companies comprising the S&P SmallCap 600^® Index) ~~during~~and both the 2022 and 2023 grants use a ±25% modifier if the three-year ~~performance period and 30% time-vested RSUs, which has three-year ratable vesting subject~~annualized TSR is equal to ~~continuing employment. For 2020, all named executive officers’ annual equity awards were in~~or more than 12.5 percentage points below or above the ~~form~~annualized TSR of ~~70% performance shares (and changed to 60%~~

~~Clearwater Paper Corporation 2022~~

~~for 2021), that may pay out based on our FCF (70% of target grant) and ROIC (30% of target grant) with a~~ ~~-25%~~ ~~to +25% modifier based on a relative TSR compared to that of a selected comparison group (companies comprising~~ the S&P SmallCap 600^® ~~Index)~~Index during the three-year performance ~~period, and in 2020 30% time-vested~~period. The other 40% of the executives’ annual equity awards were granted as time vested RSUs, ~~(and changed to 40% for 2021),~~ which ~~has~~use three-year ratable vesting subject to continuing employment. Because the performance share awards are for three-year performance periods that end December 31, ~~2022,~~2023, 2024 and ~~2023,~~2025, respectively, the actual number of shares that could be issued upon settlement of these awards may be less than the amounts shown in this table.

(2)	This column shows RSUs granted in ~~2019,~~ 2020, 2021, 2022, and ~~2021.~~2023.

(3)	Values calculated using the ~~$36.67~~$36.12 per share closing price of our common stock on December ~~31, 2021.~~29, 2023

(4)

This column shows performance shares granted for the ~~2020-2022~~2022-2024 and ~~2021-2023~~2023-2025 performance periods. For each performance period, the performance is measured based on FCF and ROIC with a relative TSR modifier, and the share payouts under each measure will be 0% of target for threshold performance, 100% of target for target level performance, and 200% of target for the maximum level of performance. In each performance period, for performance that is intermediate, the percent of target multiplier will be determined by interpolation. The shares for both the ~~2020~~2022 and ~~2021~~2023 grants are shown at ~~200.0%~~200% and ~~0.0%~~200%, respectively based on actual performance as of December 31, ~~2021.~~2023.

(5)	The shares listed will vest ratably 33% / 33% / 34% on March ~~4, 2022,~~15, 2024, March ~~4, 2023,~~15, 2025, and March ~~4, 2024,~~15, 2026, respectively.

(6)	The shares listed will vest ratably approximately 50% / 50% on ~~April 1, 2022,~~March 15, 2024, and ~~April 1, 2023,~~March 15, 2025, respectively.

(7)	~~The~~100% of the shares listed in the table will vest ~~ratably approximately 50% / 50%~~ on March ~~3, 2022, and March 3, 2023, respectively.~~4, 2024.

(8)	100% of the shares listed in the table will vest on April 1, 2024.

(9)	100% of the shares listed in the table will vest on ~~April 1, 2022.~~August 15, 2026.

(10)	~~The shares will vest on March 7, 2022.~~Mr. Murphy had no outstanding awards as of December 31, 2023 in light of his termination of employment.

~~(11)~~

~~The shares listed will vest ratably approximately 50% / 50% on April 13, 2022, and April 13,~~ 2023 ~~respectively.~~

~~(12)~~

~~100% of the shares listed in the table will vest on April 13, 2023.~~

~~2021~~ Option Exercises and Stock Vested Table


	Option Awards					Stock Awards				Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)(1)(2)		Value Realized on Vesting ($)(2)(3)		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(1)(2)		Value Realized on Vesting ($)(2)(3)

Arsen S. Kitch		0		$	0		14,396		$487,707	0	$0		75,995	$	2,864,693

Sherri J. Baker										0	$0		0		$0
Rebecca A. Barckley										0	$0		6,191		$236,623
Michael J. Murphy		0		$	0		2,376		$82,518	0	$0		24,046		$801,981

Steve M. Bowden		0		$	0		9,360		$296,722	0	$0		15,609		$595,449

Michael S. Gadd		0		$	0		12,181		$385,059	0	$0		18,796		$716,973

Kari G. Moyes		0		$	0		9,966		$314,804	0	$0		15,495		$591,054

(1)

Consists of the gross number of RSUs that fully vested in ~~2021~~2023 and the gross number of performance shares for the ~~2019-2021~~2021-2023 performance period that were approved for settlement by the Compensation Committee on ~~March 3, 2022.~~February 26, 2024. During the three-year performance period for these awards ~~(2019-2021)~~(2021-2023), the performance of FCF and ROIC with a TSR modifier resulted in a payout of performance shares equal to ~~85.8%~~187.1% of target. The breakout of the gross number of RSUs and performance shares settled are as follows:

Name RSUs
Settled Performance Shares
Settled
Arsen S. Kitch
5,330 4,574
Michael J. Murphy
1,679 0
Steve M. Bowden
2,119 4,444
Michael S. Gadd
3,042 6,055
Kari G. Moyes
2,472 4,934

~~Clearwater Paper Corporation 2022~~


Name	RSUs Settled		Performance Shares Settled
Arsen S. Kitch		13,526		36,487
Sherri J. Baker		0		0
Rebecca A. Barckley		1,836		2,516
Michael J. Murphy		14,582		0
Steve M. Bowden		3,313		7,816
Michael S. Gadd		3,600		9,986
Kari G. Moyes		3,388		8,195

(2)	Fully vested performance shares and RSUs were subject to tax withholding, resulting in the receipt of fewer shares by each named executive officer. The shares withheld for tax purposes were as follows:

Name Shares Withheld for
Tax Purposes Value of Shares Withheld
Arsen S. Kitch
4,492 $155,704
Michael J. Murphy
697 $24,207
Steve M. Bowden
2,797 $89,084
Michael S. Gadd
3,084 $97,873
Kari G. Moyes
2,560 $81,033

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS


Name	Shares Withheld for Tax Purposes		Value of Shares Withheld
Arsen S. Kitch		25,982		$978,297
Sherri J. Baker		0		$0
Rebecca A. Barckley		1,839		$70,288
Michael J. Murphy		9,464		$315,650
Steve M. Bowden		4,480		$170,881
Michael S. Gadd		5,210		$198,925
Kari G. Moyes		3,912		$149,201

(3)	Values are calculated using the per share closing price of our common stock on the vesting date of each award.

~~Post-Employment~~ ~~Compensation~~POST-EMPLOYMENT COMPENSATION

Pension Benefits Table

Full-time Clearwater Paper salaried employees, including our named executive officers, who were employed by us as of December 15, 2010, are eligible for the Retirement Plan. The Normal Retirement Benefit (or Accrued Benefit) was frozen as of December 31, 2011. Years of service were frozen as of December 31, 2011. The table below shows the actuarial present value of each named executive officer’s accumulated benefit, if eligible for the Retirement Plan, payable on retirement under our tax-qualified Retirement Plan and the Retirement Plan supplemental benefit portion of our non-qualified Supplemental Plan. For purposes of calculating the Retirement Plan benefit, earnings include base salary and annual incentive awards. ~~Ms. Moyes, and Messrs. Bowden, Kitch and Murphy are not~~Only Mr. Gadd was eligible to participate in these plans.


Name	Plan Name	Number of Years Credited Service (1)(#)		Present Value of Accumulated Benefit ($)(4)(5)		Payments During Last Fiscal Year ($)(5)		Plan Name	Number of Years Credited Service (1)(#)	Present Value of Accumulated Benefit ($)(4)(5)	Payments During Last Fiscal Year ($)(5)

Michael S. Gadd	Supplemental Plan (2)		5.84		$161,978		$3,142	Supplemental Plan (2)	5.84	$122,564	$3,142
								Retirement Plan (3)	5.84	$160,094	$4,104
	Retirement Plan (3)		5.84		$211,577		$4,104

(1)	Years of credited service were frozen as of December 31, 2011. Number of years of credited service prior to December 31, 2011, include years of service with Potlatch Corporation prior to our spin-off from Potlatch Corporation for all eligible employees.

(2)	Salaried Supplemental Benefit Plan. The Retirement Plan supplemental benefit portion of this plan ceased to accrue further benefits for participants as of December 31, 2011.

(3)	Salaried Retirement Plan. This plan was closed to new participants effective December 15, 2010 and ceased to accrue further benefits for participants as of December 31, 2011.

(4)

The following assumptions were made in calculating the present value of accumulated benefits: discount rate of ~~2.95%~~5.45% as of December 31, ~~2021;~~2023; retirement at the officer’s first unreduced retirement age, which is age 62 for Michael S. Gadd; service as of December 31, 2011; mortality expectations based on the Mercer Industry Longevity Experience Study (MILES) for basic materials, paper and packaging table with generational projections using the Mercer Modified projection scale MMP-2021 as of December 31, ~~2021.~~2023.

(5)	A portion of Mr. Gadd’s benefit is being paid to an alternate payee and this information is reflected in the present value of benefits and payments during ~~2021.~~2023.

Summary of Retirement Plan ~~Benefits.~~Benefits

Full time Clearwater Paper salaried employees, including named executive officers, employed as of December 15, 2010, are eligible to participate in the Retirement Plan. Participants vest in Retirement Plan benefits upon the earlier of attainment of five years of Vesting Service, or age 65. An eligible employee’s “normal retirement date” is the first day of the month coincident with or next following the attainment of age 65. The monthly benefit payable to an employee retiring on

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

the “normal retirement date” is: (1% times Final Average Earnings) times (Years of Credited Service) Plus (0.5% times “Final Average Earnings” in excess of the Social Security Benefit Base) times (Years of

~~Clearwater Paper Corporation 2022~~

Credited service (up to 35)). “Final Average Earnings” are the highest average monthly compensation (including base salary and incentive awards) earned during any consecutive 60-month period during the employee’s final 120 months of service as of December 31, 2011, with compensation in a given year limited by Internal Revenue Code (“IRC”) Section 401(a)(17). If an eligible employee elects to receive an “early retirement benefit,” the “normal retirement benefit is reduced 5/12 of 1% for every month that payment commences prior to age 62 (or age 65 if employment terminates prior to attainment of age 55 and 10 Years of Vesting Service). Participants in the Retirement Plan may select among various annuity forms and benefits with an actuarial present value less than $5,000 are paid in a lump sum.

Summary of the Supplemental Plan ~~Benefit.~~Benefit

All participants in the Retirement Plan whose benefits are limited due to the application of IRC Section 401(a)(17) or IRC Section 415 are eligible to participate in the Salaried Supplemental Benefit Plan and receive the additional retirement benefit that the participant would have earned without this limitation. Participants vest in Supplemental Plan benefits upon the attainment of five years of Vesting Service or age 65. Benefits commence for participants upon 90 days following attainment of age 55 or separation of service, whichever is later. If the actuarially equivalent value of the Supplemental Benefit is not more than $50,000, it is paid in a lump sum. Otherwise, the participant may elect a form of payment from those provided by the Retirement Plan. Benefit payments to “key employees,” as defined under the IRC, are delayed for a minimum of six months following separation from service. This benefit is adjusted for age at commencement similar to the Retirement Plan.

~~2021~~2023 Nonqualified Deferred Compensation Table

The table below shows deferred compensation of the named executive officers, including mandatory deferral of RSUs and the fiscal year contributions made by or on their behalf under the 401(k) Supplemental Benefit portion of our nonqualified Supplemental Plan.


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE (12/31/2021) ($)(3)		Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE (12/31/2023) ($)(3)

Arsen S. Kitch	$	0		$131,182		$25,194		$0		$265,978
Arsen S. Kitch

Sherri J. Baker
Sherri J. Baker

Rebecca A. Barckley
Rebecca A. Barckley

Michael J. Murphy
Michael J. Murphy	$	0		$48,812		$511		$0		$55,572

Steve M. Bowden	$	0		$38,307		$749		$0		$70,795
Steve M. Bowden

Michael S. Gadd
Michael S. Gadd	$	0		$59,359		$1,250		$0		$130,105

Kari G. Moyes	$	0		$44,783		$2,079		$0		$159,122
Kari G. Moyes											$0		$51,859		$5,154	$0		$271,174

(1)	Amounts shown in the Registrant Contributions column above are also included in the “All Other Compensation” column in the ~~2021~~2023 Summary Compensation ~~Table, page 44.~~Table.

(2)	None of the Aggregate Earnings reported in this Table are included in the ~~2021~~2023 Summary Compensation Table in this proxy for the ~~2021~~2023 fiscal year as they do not represent above-market preferential earnings.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

(3)	The following amounts included in the Aggregate Balance column above have been reported as compensation to the named executive officers in the Summary Compensation Tables for previous fiscal years:


~~Name~~	~~Amount~~
Name	Amount

Arsen S. Kitch		$~~87,344~~321,835

Sherri J. Baker		$0

Rebecca A. Barckley		$0

Michael J. Murphy		$~~6,250~~98,958

Steve M. Bowden (a)		$~~31,524~~360,506

Michael S. Gadd		$~~383,208~~485,018

Kari G. Moyes		$~~107,746~~177,912

~~Clearwater Paper Corporation 2022~~

(a)
This amount includes a deferral by Mr. Bowden of 50%, or $247,850, of his 2022 AIP award, which was reported in the 2022 Summary Compensation Table.

In addition to the retirement benefits described above, the Supplemental Plan provides benefits to supplement our Clearwater Paper 401(k) Plan to the extent that an employee’s “company contributions” or “allocable forfeitures” in the Clearwater Paper 401(k) Plan are reduced due to IRC limits or because the employee has deferred an annual incentive plan award. Supplemental Plan contributions equal the difference between the company contributions and allocable forfeitures actually allocated to the employee under the Clearwater Paper 401(k) Plan for the year and the company contributions and allocable forfeitures that would have been allocated to the employee under the Clearwater Paper 401(k) Plan if the employee had deferred 6% of his or her earnings determined without regard to the IRC compensation limit ($~~290,000~~330,000 in ~~2021)~~2023) and without regard to deferral of any annual incentive plan award. At the participant’s election, contributions may be deemed invested in a stock unit account, other investments available under the Clearwater Paper 401(k) Plan or a combination of these investment vehicles. Participants vest in this Supplemental Plan benefit upon the earliest of two years of service, attainment of age 65 while an employee, or total and permanent disability. Participants may elect to have benefits paid in a lump sum or in up to 15 annual installments; however, balances that are less than the annual 401(k) contribution limit ($~~19,500~~22,500 in ~~2021)~~2023) at the time the employee separates from service are paid in a lump sum. Benefits commence in the year following the year of separation from service. Benefit payments to “key employees,” as defined under the IRC, are delayed for a minimum of six months following separation from service.

Certain employees, including the named executive officers, who earn an annual incentive plan award may defer between 50% and 100% of the award under the Management Deferred Compensation Plan. Eligible employees may also elect to defer up to 50% of base salary into the plan. At the participant’s election, deferrals may be deemed invested in a stock unit account, other investments available under the Clearwater Paper 401(k) Plan, or a combination of these investment vehicles. No cash is actually invested in these vehicles, rather a participant is credited for the deferred amount which is then tracked as if the amount were actually invested in company common stock or in funds available under the Clearwater Paper 401(k) Plan. If stock units are elected, dividend equivalents are credited to the units. Deferred amounts are 100% vested at all times.

~~Potential Payments Upon Termination or Change of Control~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Severance Programs for Executive Employees

Our Executive Severance Plan (the Severance Plan) and Change of Control Plan provide severance benefits to our named executive officers and certain other employees. Benefits are payable under the Severance Plan in connection with athe termination of the executive officer’s employment with us and under the Change of Control Plan in connection with a change of control. In addition, Mr. Kitch is eligible for certain severance and change of control benefits under his employment agreement, and therefore does not otherwise participate in these plans.

~~Clearwater Paper Corporation 2022~~

Termination Other Than in Connection with Change of Control. The following table assumes a termination of employment occurred by us without cause or by the officer for good reason and does not include termination as a result of death, disability, or retirement. The table sets forth the severance benefits payable to each of our named executive officers

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

under our Severance Plan if the named executive officer’s employment is terminated in the circumstances described below, except, as noted, for those severance benefits of Mr. Kitch which have been modified in accordance with his employment agreement.


	Cash Severance Benefit		Pro-Rata Annual Bonus(1)		Value of Equity Acceleration(2)		Benefit Continuation		Total
											Cash Severance Benefit		Pro-Rata Annual Bonus(1)		Value of Equity Acceleration(2)	Benefit Continuation	Total
Arsen S. Kitch (3)		$1,237,500		$812,500		$0		$26,921		$2,076,921	$	1,425,000	$	940,500	$0	$31,175	$	2,396,675

Michael J. Murphy		$490,000		$316,300		$0		$19,753		$826,053

Sherri J. Baker												$520,000	$	129,600	$0	$12,136		$661,736
Rebecca A. Barckley												$287,836	$	114,400	$0	$20,071		$422,307
Michael J. Murphy (4)												$520,000	$	166,700	$0	$26,976		$713,676
Steve M. Bowden		$400,000		$258,400		$0		$19,498		$677,898		$453,000	$	292,900	$0	$15,742		$761,642

Michael S. Gadd		$485,000		$313,600		$0		$10,444		$809,044		$515,000	$	332,900	$0	$12,136		$860,036

Kari G. Moyes		$400,000		$258,400		$0		$12,278		$670,678		$426,000	$	275,300	$0	$14,301		$715,601

(1)

All named executive officers are entitled to a payment of the prorated portion of their bonus, based on the company’s actual performance. As the termination event for purposes of this table is deemed to occur on December 31, ~~2021,~~2023, and performance is not determinable on that date, the bonus represented in the table reflects the “target” bonus opportunity. The payout would occur at the same time as for other participants.

(2)

Our named executive officers are not entitled to accelerated vesting or other acceleration of equity awards in connection with a termination of employment except (a) for a termination of employment in connection with death, disability or retirement described below in the table titled “Other Potential Payments Upon Termination;”; and (b) in connection with a change of control related triggering event. All equity awards have been calculated using the company’s closing stock price of ~~$36.67~~$36.12 on December ~~31, 2021.~~29, 2023.

(3)

Mr. Kitch signed an employment agreement in connection with his election as President and Chief Executive Officer which provides for severance under the above scenarios equal to a cash severance payment equal to 18 months of base compensation, a prorated annual bonus based on actual company performance, and 18 months of continued health and welfare benefit coverage. His employment agreement is discussed below under “Mr. Kitch’s Employment Agreement.”

(4)	Mr. Murphy ceased to be an employee effective June 30, 2023 and is receiving the amounts specified in the above table in installments in accordance with the Executive Severance Plan.

Under the Severance Plan, benefits are payable to an executive officer when his or her employment terminates in the following circumstances (each a “Severance Termination Event”):

◾

~~Involuntary termination of the executive’s employment for any reason other than death, disability, or cause; or~~

Involuntary termination of the executive’s employment for any reason other than death, disability, or cause; or

Voluntary termination of the executive’s employment upon one of the following events (provided a notice is given by the executive within 90 days of the event):

◾

~~Voluntary termination of the executive’s employment upon one of the following events (provided a notice is given by the executive within 90 days of the event):~~

◾

a change in the executive’s duties or responsibilities that results in a material diminution in his or her position or function, other than a change in title or reporting relationships;

◾

a 10% or greater reduction in his or her base salary, target bonus opportunity, or target long-term incentive opportunity, other than in connection with an across-the-board reduction applicable to other senior executives;

◾

a relocation of the executive’s business office to a location more than 50 miles from the location at which he or she performs duties, other than for required business travel; or

◾

a material breach by the company or any successor concerning the terms and conditions of the executive’s employment.

In addition, no severance benefits are payable in connection with termination of employment due to an asset sale, spin-off, or joint venture if the executive continues employment with or is offered the same or better employment terms by the purchaser, spun-off company, or joint venture.

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Upon the occurrence of a Severance Termination Event, the following severance benefits are payable to the executive officer, except for Mr. Kitch as noted above:

◾

cash payments equal to twelve months of the executive’s base pay, determined as of the date of the termination or at the rate in effect when the executive’s base pay was materially reduced, whichever produces the larger amount. The Severance Pay Period means 52 weeks;

◾

continued eligibility for an annual incentive award for the fiscal year of termination, determined under the terms and conditions of the annual incentive plan and prorated for the number of days during the fiscal year in which the executive was employed;

◾

continued group health plan coverage as required by law (“COBRA”), with reimbursement of COBRA premium payments up to the amount paid by the company for the same coverage for its active senior executives until the end of the Severance Pay Period or, if earlier, the date the executive begins new employment; and

◾

~~continued basic life insurance coverage until the end of the Severance Pay Period or, if earlier, the date the executive begins new employment.~~

continued basic life insurance coverage until the end of the Severance Pay Period or, if earlier, the date the executive begins new employment.

Termination in Connection with a Change of Control. The following table sets forth the benefits payable to each of our named executive officers under the Change of Control Plan upon a termination of employment except for Mr. Kitch to the extent his benefits listed below are paid in accordance with his employment agreement as discussed below.


	Cash Severance Benefit		Pro-Rata Annual Bonus		Value of Equity Acceleration(1)		Benefit Continuation		Enhancement of Retirement Benefits(2)		Total
													Cash Severance Benefit		Pro-Rata Annual Bonus		Value of Equity Acceleration(1)		Benefit Continuation		Enhancement of Retirement Benefits(2)		Total
Arsen S. Kitch (3)		$4,125,000		$812,500		$4,122,515		$44,868		$0		$9,104,883		$4,750,000		$940,500		$4,912,031		$51,959		$0		$10,654,490

Michael J. Murphy		$2,021,250		$316,300		$1,395,037		$49,382		$27,401		$3,809,370

Sherri J. Baker														$2,145,000		$129,600		$671,362		$30,341		$4,776		$2,981,079
Rebecca A. Barckley														$1,007,426		$114,400		$275,162		$50,176		$0		$1,447,164
Michael J. Murphy (4)														$0		$0		$0		$0		$0		$0
Steve M. Bowden		$1,650,000		$258,400		$1,686,160		$48,744		$0		$3,643,304		$1,868,625		$292,900		$622,781		$39,356		$0		$2,823,662

Michael S. Gadd		$2,000,625		$313,600		$1,250,887		$26,110		$0		$3,591,222		$2,124,375		$332,900		$711,528		$30,341		$0		$3,199,144

Kari G. Moyes		$1,650,000		$258,400		$1,688,397		$30,696		$0		$3,627,493		$1,757,250		$275,300		$587,997		$35,752		$0		$2,656,299

(1)

Amount reflects the value of equity acceleration with respect to outstanding RSUs, calculated using the company’s closing stock price of ~~$36.67~~$36.12 on December ~~31, 2021.~~29, 2023. With respect to outstanding performance shares, they are shown at target performance. Under the award agreement relating to our performance shares, upon a change of control and “double trigger” event, a prorated portion of the performance shares is payable at target performance together with any dividend equivalents, based on the number of full calendar months the Employee is employed during the Performance Period prior to the date of the Double Trigger Event, divided by thirty-six (the number of months in the three-year performance period). Under the award agreements for RSUs, if the holder’s employment is terminated by us without cause or by the holder for good reason within one month prior to, or 24 months after, a change of control, each RSU will fully vest unless the change of control occurs during the first year of the vesting period. If the change of control and “double trigger” event occur in the first year of the vesting period, a prorated portion of RSUs based on the number of complete months that have lapsed in the first twelve months of the vesting period is deemed payable. Upon a change of control and “double trigger” event for non-LTIP RSUs during the vesting period, the RSUs shall become immediately vested in full.

(2)	Reflects the immediate vesting of the unvested portion of the executives’ Defined Contribution Plan Account.

(3)

Mr. Kitch signed an employment agreement in connection with his election as President and Chief Executive Officer which provides for severance under the above scenarios equal to a cash severance payment equal to 2.5 times his then current base salary plus target annual incentive bonus, a prorated annual bonus for the termination year under the applicable bonus plan at his target amount; and 2.5 years of continued health and welfare benefit coverage.

(4)	Mr. Murphy ceased to be an employee effective June 30, 2023 and is no longer eligible for change in control related benefits.

In general, under the Change of Control Plan, a change of control is one or more of the following events: (1) any person acquires more than 30% of the company’s outstanding common stock; (2) certain changes

~~Clearwater Paper Corporation 2022~~

are made to the composition of our Board; (3) certain transactions occur that result in our stockholders owning 50% or less of the surviving corporation’s stock; or (4) a sale of all or substantially all of the assets of the company or approval by our stockholders of a complete liquidation or dissolution of the company.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

A change of control event does not occur upon the approval by stockholders of a merger, consolidation, or sale transaction alone, but rather consummation of such a triggering event is also required.

Under the Change of Control Plan, benefits are payable to an executive officer when his or her employment terminates within two years following a change of control event in the following circumstances (each a “Change of Control Termination Event”):

◾

~~Involuntary termination of the executive’s employment for any reason other than death, disability, or cause; or~~

Involuntary termination of the executive’s employment for any reason other than death, disability, or cause; or

Voluntary termination of the executive’s employment upon one of the following events (provided a notice is given by the executive within 90 days of the event):

◾

~~Voluntary termination of the executive’s employment upon one of the following events (provided a notice is given by the executive within 90 days of the event):~~

◾

a change in the executive’s duties or responsibilities that results in a material diminution in his or her position or function, other than a change in title or reporting relationships;

◾

a relocation of the executive’s business office to a location more than 50 miles from the location at which he or she performs duties, other than for required business travel;

◾

a failure by Clearwater Paper or any successor to provide comparable, aggregate benefits; or

◾

a material breach by Clearwater Paper or any successor concerning the terms and conditions of the executive’s employment.

Upon the occurrence of a Change of Control Termination Event, the following severance benefits are payable to executives:

◾

a cash benefit equal to the executive’s annual base pay plus his or her annual base pay multiplied by his or her target bonus percentage, determined as of the date of the termination or at the rate in effect when the executive’s base pay was materially reduced, whichever produces the larger amount, multiplied by 2.5. The cash benefit is subject to a downward adjustment if the executive separates from service within thirty months of his or her 65th birthday;

◾

an annual incentive award for the fiscal year of termination, determined based on the executive’s target bonus and prorated for the number of days during the fiscal year in which the executive was employed;

◾

continued group health plan coverage for 2.5 years, or, if less, the period until the executive begins new employment, referred to as the Subsidized Benefits Period, or such other period required by COBRA;

◾

~~reimbursement of COBRA premium payments during the Subsidized Benefits Period up to the amount paid by the company for the same coverage for its active senior executives;~~

reimbursement of COBRA premium payments during the Subsidized Benefits Period up to the amount paid by the company for the same coverage for its active senior executives;

◾

~~continued basic life insurance coverage for the Subsidized Benefits Period;~~

continued basic life insurance coverage for the Subsidized Benefits Period;

◾

a lump sum cash benefit equal to the value of that portion of the executive’s account in the 401(k) Plan which is unvested and the unvested portion, if any, of the executive’s “401(k) Plan supplemental benefit” account under the Supplemental Plan; and

◾

for executives participating in the Retirement Plan, a lump sum cash benefit equal to the present value of the executive’s “normal retirement benefit” and “retirement plan supplemental benefit”

~~Clearwater Paper Corporation 2022~~for executives participating in the Retirement Plan, a lump sum cash benefit equal to the present value of the executive’s “normal retirement benefit” and “retirement plan supplemental benefit” determined under the Retirement Plan and Supplemental Plan, respectively, if the executive is not entitled to a vested benefit under the Retirement Plan at the time he or she separates from service.

~~determined under the Retirement Plan and Supplemental Plan, respectively, if the executive is not entitled to a vested benefit under the Retirement Plan at the time he or she separates from service.~~

No Tax Gross-Ups. We do not pay tax ~~gross-ups~~gross ups in connection with change of control payments. In the event an executive’s severance or change of control payments are subject to an excise tax, he or she will receive whichever provides the greater “after-tax” benefit—either the full amount of the change of control payments or an amount that has been reduced to a point where such payments are not subject to an excise tax.

Clearwater Paper Corporation 2024

Mr. Kitch’s Employment Agreement

We entered into an employment agreement with Mr. Kitch effective April 1, 2020, (the “Agreement”). Mr. Kitch does not participate in the Severance Plan and Change of Control Plan.

Pursuant to Mr. Kitch’s Agreement, if his employment terminates on or after April 1, 2020, for any reason other than cause, death, disability, or retirement, or he terminates his employment for good reason, he would receive (i) a cash severance payment equal to one and a half times his base salary; (ii) a prorated annual bonus for the termination year under the applicable bonus plan based on company actual performance; and (iii) eighteen months of continued health and welfare benefit coverage. If Mr. Kitch is terminated without cause or he resigns for good reason, within the two years following a change of control, he will receive (i) a cash severance payment equal to 2.5 times his then current base salary plus target annual incentive bonus; (ii) a prorated annual bonus for the termination year under the applicable bonus plan at his target amount; and (iii) 2.5 years of continued health and welfare benefit coverage. If Mr. Kitch is terminated due to death or disability, he would receive a prorated annual bonus for the termination year under the applicable bonus plan based on company actual performance.

In order to be entitled to receive any separation payments, Mr. Kitch agreed to covenants prohibiting disclosure of confidential information, solicitation of customers and employees and engaging in competitive activity.

Other Potential Payments Upon Termination

In addition to those termination situations addressed above, named executive officers or their beneficiaries are entitled to certain payments upon death, disability, or retirement.

For annual RSU and performance share awards, if the holder’s employment terminates because of death, disability, or retirement the following occurs:

for RSUs, a prorated portion of the award scheduled to vest at the next vesting date, would be paid based on the ratio of the number of full months the holder was employed from the previous annual vesting date (or from the grant date, if the holder’s employment terminates within twelve months of the grant date) to the date of termination, to twelve months; and

for performance shares, a prorated portion of the award would be paid at the end of the performance period, based on the ratio of the number of full calendar months the holder was employed during the performance period to ~~thirty-six~~
•
for performance shares, a prorated portion of the award would be paid at the end of the performance period, based on the ratio of the number of full calendar months the holder was employed during the performance period to thirty-six months.
~~For annual RSU awards granted in 2019, the RSUs shall vest ratably over a three-year period (33%, 33% and 34%) on March 7~~^th ~~of 2020, 2021 and 2022, respectively. For annual RSU awards granted in 2020, the RSUs shall vest ratably over a three-year period (33%, 33% and 34%) on March 3~~^rd ~~of 2021, 2022 and 2023, respectively. For annual RSU awards granted in 2021, the RSUs shall vest ratably over a three-year period (33%, 33% and 34%) on March 4~~^th ~~of 2022, 2023 and 2024, respectively.~~
~~Clearwater Paper Corporation 2022~~

1 KEY PERFORMANCE AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4 EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS

~~For special~~ ~~(non-annual)~~ ~~RSU awards granted in 2020, the RSUs shall cliff vest in accordance with the terms of their awards in two, three and four years from date of grant (April 1, 2022, April 13, 2023, and April 1, 2024).~~

With respect to RSUs and performance shares, dividend equivalents, if any, that would have been paid on the shares earned had the recipient owned the shares during the prorated period, are paid at the end of the vesting or performance period.

The following table summarizes the value as of December 31, ~~2021,~~2023, that our named executive officers who were employed at such time would be entitled to receive assuming the respective officer’s employment terminated on that date, in connection with death, disability or retirement. No named executive officer employed on such date was eligible for retirement, with the exception of Mr. Gadd and Ms. Moyes who ~~was~~were eligible for early retirement under the Retirement Plan as of December 31, ~~2021.~~2023. As a result, the amounts shown for the other named executive officers in the table reflect amounts they would be entitled to receive in connection only with death or disability.

      Cash
Severance
Benefit    Pro-Rata
Annual
Bonus(1)    Value of Equity
Acceleration(2)    Benefit
Continuation    Total
Arsen S. Kitch
   $0    $812,500    $3,305,544    $0    $4,118,044
Michael J. Murphy
   $0    $316,300    $1,150,448    $0    $1,466,748
Steve M. Bowden
   $0    $258,400    $1,567,789    $0    $1,826,189
Michael S. Gadd
   $0    $313,600    $1,208,056    $0    $1,521,656
Kari G. Moyes
   $0    $258,400    $1,569,476    $0    $1,827,876

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS


	Cash Severance Benefit	Pro-Rata Annual Bonus(1)		Value of Equity Acceleration(2)		Benefit Continuation	Total

Arsen S. Kitch	$0		$940,500		$4,947,368	$0		$5,887,868

Sherri J. Baker	$0		$129,600		$74,588	$0		$204,188

Rebecca A. Barckley	$0		$114,400		$284,812	$0		$399,212

Michael J. Murphy (3)	$0		$0		$0	$0		$0

Steve M. Bowden	$0		$292,900		$661,955	$0		$954,855

Michael S. Gadd	$0		$332,900		$755,081	$0		$1,087,981

Kari G. Moyes	$0		$275,300		$623,874	$0		$899,174

(1)

(2)

Amount reflects the value of equity acceleration with respect to outstanding RSUs, which was calculated using the company’s closing stock price of ~~$36.67~~$36.12 on December ~~31, 2021.~~29, 2023. Amount reflects any equity acceleration with respect to outstanding performance shares based on actual performance as of December 31, ~~2021.~~2023.

(3)	Mr. Murphy ceased to be an employee effective June 30, 2023; therefore, he was not eligible for Death and Disability benefits as of December 31, 2023.

Additional Termination or Change of Control Payment Provisions

Annual Incentive Plan. In the event of a change of control, each participant under our annual incentive plan, including the named executive officers, is guaranteed payment of his or her prorated target bonus for the year in which the change of control occurs provided certain other events occur in connection with the participant. With respect to any award earned for the year prior to the year in which the change of control occurs, the participant is guaranteed payment of his or her award based on the performance results for the applicable year. The definition of “change of control” for purposes of our annual incentive plan is substantially similar to the definition of “change of control” described above with respect to the Change of Control Plan, and like certain other benefits under that plan requires a double trigger. Additionally, under our annual incentive plan, upon the death or disability of a participant, the participant or his or her beneficiary or estate, is entitled to a prorated portion of the annual bonus based on our actual performance.

Benefits Protection Trust Agreement. We have entered into a Benefits Protection Trust Agreement, or Trust, which provides that in the event of a change of control the Trust will become irrevocable and within 30 days of the change of control we will deposit with the trustee enough assets to ensure that the total assets held by the Trust are sufficient to cover any anticipated trust expenses and to guarantee payment

~~Clearwater Paper Corporation 2022~~

of the benefits payable to our employees under our Supplemental Plan; Annual Incentive Plan; Severance Plan; Change of Control Plan; Management Deferred Compensation Plan; Deferred Compensation Plan for Directors; the Salaried Severance Plan; Mr. Kitch’s Employment Agreement; and certain agreements between us and certain of our former employees. At least annually, an actuary will be retained to re-determine the benefit commitments and expected fees. If the Trust assets do not equal or exceed 110% of the re-determined amount, then we are, or our successor is, obligated to deposit additional assets into the Trust.

CEO PAY RATIO

Under SEC rules, we are required to provide information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO. The median of the annual total compensation of all employees of our company (other than our CEO) was $80,354. As reported in the “2023 Summary Compensation Table” above, the annual total compensation of our CEO was $5,288,096. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 61 to 1.

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

We determined that, as of the date of the last payroll run for the year (December 29, 2023), our employee population consisted of approximately 3,098 individuals with all of the individuals located in the United States. This population consisted of our full-time, part-time, and temporary workers.

To identify the median employee from our employee population, we compared the amount of total cash earnings of all of our employees (other than our CEO) based on our payroll records.

•

Since all of our employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee.

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

PAY VS PERFORMANCE


	Arsen S. Kitch				Linda K. Massman								Value of Initial Fixed $100 Investment on 12/31/2019 based on:
Year	Summary Compensation Table (SCT) Total for PEO		Compensation Actually Paid (CAP) to PEO (1)(2)		SCT Total for PEO		CAP to PEO (1)(2)		Average SCT Total for Non-PEO NEOs (3)		Average CAP to Non-PEO NEOs (1)(2)(3)		Company Total Shareholder Return		Peer Group Total Shareholder Return (4)		Net Income (millions)		Adjusted EBITDA (millions) (5)

2023		$5,076,406		$4,607,288		N/A		N/A		$1,110,431		$839,605		$169.10		$137.42		$107.7		$281.0

2022		$4,665,888		$8,013,712		N/A		N/A		$1,485,132		$2,042,485		$177.01		$117.98		$46.0		$226.9

2021		$3,508,327		$2,881,453		N/A		N/A		$1,309,743		$880,350		$171.68		$139.56		($28.1)		$174.6

2020		$4,010,645		$8,567,932		$2,113,374		$2,227,347		$1,691,924		$2,908,320		$176.73		$112.48		$77.1		$283.2

(1)

In order to calculate the 2023 compensation “actually paid” for our PEO and NEOs, we have subtracted the

following

amounts from the value in the

“2023 Summary Compensation Tables”

totals, which reflect the grant date fair value for performance and time vesting RSUs granted in the year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures, as described more fully in the summary compensation table.


Arsen S. Kitch	Equity Award Values	NEO Average	Equity Award Values

2023	$2,872,321	2023		$	471,999

(2)	In order to calculate the 2023 compensation “actually paid” for our PEO and NEOs, we have added the following amounts, which reflect the change in fair value for performance and time vesting RSUs, and options, as applicable, in each case computed in accordance with FASB ASC Topic 718.


Arsen S. Kitch	Fair value of awards granted in year and unvested at end of year	Change in fair value of awards granted in prior year through end of year	Change in fair value of awards granted in prior year through vesting date

2023	$2,689,265	($286,062)	$70,618

NEO Average	Fair value of awards granted in year and unvested at end of year	Change in fair value of awards granted in prior year through end of year	Change in fair value of awards granted in prior year through vesting date	Fair value of awards at the end of the prior year that failed to meet vesting conditions in the year

2023	$366,385	($40,152)	$12,475	($144,226)

(3)	The named executive officers included for purposes of determining the average compensation for our named executive officers each year, is as follows:


		NEOs

2023		Sherri Baker, Rebecca Barckley, Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes

2022		Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes

2021		Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes

2020		Michael Murphy, Steve Bowden, Michael Gadd, Kari Moyes, and Robert Hrivnak

(4)	Represent the total stockholder return of the S&P MidCap 400 ® Index (excluding members of the GICS ® Financials sector) over the indicated periods, which is the index used for purposes of our performance graph disclosure in our 2023 10-K.

(5)	Adjusted EBITDA is calculated as described in the above Compensation Discussion & Analysis, specifically the subsection entitled “2023 Annual Incentives.”

Clearwater Paper Corporation 2024

Table of Contents



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

CAP versus TSR, Net Income, and Company Selected Measure

As required by SEC rules, the following graphs show the relationship between:

Our total shareholder return and our peer group’s total shareholder return; and

Compensation actually paid (CAP) to our CEO and other named executive

officers

and each of the following metrics:

○

Our total shareholder return;

○

Our net income; and

○

Our Adjusted EBITDA, which is our company selected financial measure.

For the purpose of the below graphs, TSR and Adjusted EBITDA is calculated in the same manner as our pay versus performance table.

As described in the above Compensation Discussion & Analysis section, the Compensation Committee believes the following are the most important goals in its executive compensation program linking pay to performance, with Adjusted EBITDA serving as the single most important financial metric. The Compensation Committee does not use any other financial performance metrics besides those listed below when assessing pay and performance.

Clearwater Paper Corporation 2024

Table of Contents



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

Most Important Performance Metrics

Adjusted EBITDA (financial)

Free Cash Flow (financial)

ROIC (financial)

TSR (financial)

Strategic Objectives

(non-financial)

Clearwater Paper Corporation 2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

5. AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

As part of fulfilling its responsibilities, the Audit Committee reviewed and discussed the company’s audited financial statements for the fiscal year ~~2021~~2023 with management and KPMG LLP (“KPMG”) and discussed with KPMG those matters required by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees,” as amended. The Audit Committee received the written disclosures from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG its independence.

Based on these reviews and discussions with management, KPMG and the company’s internal audit function, the Audit Committee recommended to the Board that the company’s audited financial statements for the fiscal year ended December 31, ~~2021,~~2023, be included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The Audit Committee Members

John J. Corkrean, Chair

Jeanne M. Hillman

Kevin J. Hunt

~~William D. Larsson~~

Ann C. Nelson

John P. O’Donnell

~~Fees Paid to Independent Registered Public Accounting Firm~~FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee’s policy is to evaluate and determine that the services provided by KPMG in each year are compatible with the auditor’s independence. The following table shows fees billed for each of ~~2021~~2023 and ~~2020~~2022 for professional services rendered by KPMG for the audit of our financial statements and other services.

      Audit Fees (1)
Audit-Related
Fees
   Tax Fees    All
Other Fees
2021
   $1,610,950    $-    $-    $-
2020
   $1,634,348    $-    $-    $-


	Audit Fees(1)	Audit- Related Fees	Tax Fees	All Other Fees

2022	$1,840,000	$-	$-	$-

2023	$1,940,000	$-	$-	$-

(1)	Audit fees represent fees for the audit of the company’s annual financial statements, the audit of internal control over financial reporting, reviews of the quarterly financial statements, consents and debt compliance reports.

We have adopted a policy relating to independent auditor services and fees, which provides for pre-approval of audit, audit-related, tax and other specified services on an annual basis. Under the terms of the policy, unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. In addition, any proposed services anticipated to exceed pre-approved cost levels must be separately approved. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The member or members to whom such authority has been delegated must report any pre-approval decisions to our Audit Committee at its next scheduled meeting.

Clearwater Paper Corporation ~~2022~~2024



1	KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS

6. ANNUAL MEETING INFORMATION

SUMMARY

This summary highlights important information you will find elsewhere in this Proxy Statement. It is only a summary and you should review the entire Proxy Statement before you vote.

~~Meeting Information~~MEETING INFORMATION



*Date and Time*	Location	Record Date	Mailing Date

Thursday, May 9, 2024 9:00 a.m. Pacific	*~~Location~~*	*~~Record Date~~*	*~~Mailing Date~~*
~~Monday, May 16, 2022~~ ~~9:00 a.m. Pacific~~	~~601 West Riverside Ave.~~ ~~Spokane,~~Grand Hyatt, 721 Pine Street, Seattle, WA ~~99201~~98101	March ~~18, 2022~~11, 2024	On or about ~~April 5, 2022~~ March 29, 2024

Via webcast: https://register.proxypush.com/CLW

MEETING AGENDA / PROPOSALS



~~Meeting Agenda / Proposals~~
*Proposal*				*Board of Directors’ Recommendation*

1. Elect ~~two~~three directors to the Clearwater Paper Corporation Board of Directors				FOR each nominee

2. Ratify the appointment of our independent registered public accounting firm for ~~2022~~2024				FOR

3. Hold an advisory vote to approve the compensation of our named executive officers				FOR

4. Hold a vote to approve the Clearwater Paper Corporation Amended and Restated Certificate of Incorporation				FOR

5. Transact any other business that properly comes before the meeting



Information regarding our executive compensation program can be found under the “Executive Compensation Discussion and Analysis” section found elsewhere in this proxy.

GENERAL INFORMATION

~~Stockholder Proposals for 2023~~STOCKHOLDER PROPOSALS FOR 2025

The deadline for submitting a stockholder proposal for inclusion in the proxy materials for our ~~2023~~2025 Annual Meeting is ~~December 6, 2022.~~November 29, 2024. Stockholder nominations for director and other proposals that are not to be included in such materials must be received by the company between January ~~16, 2023~~9, 2025 and February ~~15, 2023.~~8, 2025. A stockholder’s notice relating to such a nomination or proposal must set forth the information required by our ~~bylaws~~Bylaws and must otherwise comply with the requirements of ~~SEC’s~~ Rule ~~14a-8.~~14a-8 of the Securities Exchange Act of 1934. A copy of our ~~bylaws~~Bylaws is available for downloading or printing by going to our website at www.clearwaterpaper.com, and selecting “Investors,” and then “Governance.”

~~Stockholders Sharing the Same Address~~

Clearwater Paper Corporation 2024


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

CLEARWATER PAPER CORPORATION
(Name of registrant as specified in its charter)



(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



	Twelve Months Ended December 31,

(In millions)	2023			2022

Net income (loss)		$107.7			$46.0

Add back:

Income tax provision (benefit)		36.4			27.0

Interest expense, net		30.0			34.6

Depreciation and amortization expense		98.6			103.3

Other operating charges, net¹		5.3			9.7

Other non-operating expense (income)		(0.1	)		5.7

Debt retirement costs		3.1			0.5

Adjusted EBITDA		$281.0			$226.9


1	KEY PERFORMANCE AND ENVIRONMENTAL HIGHLIGHTS	2	CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	3	CORPORATE RESPONSIBILITY	4	EXECUTIVE COMPENSATION DISCUSSION AND TABLES	5	AUDIT COMMITTEE REPORT	6	ANNUAL MEETING INFORMATION	7	PROPOSALS