Cash provided by operating activities totaled $71.0 million in 2021, compared with $109.0 million a year ago. The decrease in operating cash flow reflects a $5.7 million decrease in Adjusted EBITDA. Working capital benefits from accounts payable were nearly offset by the cash use for accounts receivable and inventory, delivering a net benefit of $1.8 million. The cash from operations includes ~~CFBU~~payments associated with the successful acquisitions of $22.5 million and ~~AMBU. These two businesses serve key, growing global markets such as single-serve coffee~~a $20.4 million tax refund associated with the Coronavirus Aid, Relief, and ~~tea, wallcover, hygiene~~Economic Security Act in 2020, not repeated in 2021. Cash used for interest payments increased $0.8 million, reflecting our acquisition financing. During 2021 and ~~wipes products. Our engineered materials businesses have grown meaningfully over~~2020, capital expenditures totaled $30.0 million and $28.1 million, respectively.

The following charts present financial information for the ~~last ten years and now represent half of our net sales and three-quarters of adjusted earnings~~periods indicated. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”)~~. Conversely, our Specialty Papers business operates in a more challenging market environment with sizeable exposure to uncoated free sheet products that are in secular decline.~~

~~Our strategy focuses on:~~

We are committed to growing in our key markets and maintaining our leadership positions, while making appropriate investments to support our customers’ needs. For example, we invested approximately $85 million to build a new advanced airlaid facility in Fort Smith, Arkansas, to provide needed capacity to serve the growing North American market for wipes products. Production at the new facility began in early 2018 and will provide approximately 22,000 tons of additional capacity. This investment increases our total global airlaid materials capacity to approximately 129,000 tons.

Our investment in a global business system transformation will unify our processes and systems to improve our cost structure, facilitate global growth, empower employees, enable compliance and improve the customer experience. AMBU successfully completed implementation of new manufacturing and business systems in North America during the fourth quarter of 2017 with implementation at its European site to follow in 2018.

We are also dedicated to maintaining our leading market positions, expanding product margins and generating strong free cash flows. In 2017, we continued to deliver superior customer service, improve product quality, generate new business and develop new products. We implemented significant cost optimization initiatives in both CFBU and SPBU and sharpened our focus on strategic investments and continuous improvement initiatives.

~~2018~~ ~~PROXY STATEMENT~~› 3

~~PROXY SUMMARY~~

~~2017 Financial Performance Highlights~~

We entered 2017 expecting CFBU to return to growth after more difficult conditions impacted its results in 2015 and 2016. In addition, we expected AMBU to continue its steady growth. Notwithstanding our overall expectations for the engineered materials business, we expected all of our business units to face headwinds from increased competition in key markets, pressures on selling prices, and increased input costs. The Specialty Papers business unit, in particular, was expected to experience a challenging environment due to the secular decline in its markets, supply/demand imbalance and low industry operating rates.

~~CFBU and AMBU reported 15% and 14% growth in operating profits, respectively. The performance of these businesses was driven~~ by higher shipping volumes, strong operating performance, and cost optimization and continuous improvement initiatives. However, Specialty Papers’ profitability declined much more than we expected with selling prices reaching eleven year lows due to declining industry operating rates. The weakness of Specialty Papers more than offset meaningful growth in the engineered materials businesses. On a consolidated basis adjusted earnings~~were $51.5 million in 2017 compared with $60.7 million in 2016.~~

~~Cash flow~~from operations for 2017 and 2016 totaled $104.3 million and $116.1 million, respectively. The decline was primarily due to expenses associated with strategic initiatives. During 2017, we substantially completed our investment to expand our airlaid capacity which will support growth in 2018 and beyond. The following charts present financial highlights for the periods indicated. EBITDA by business unitreporting segment represents operating profit as presented in our ~~2017 Annual Report on~~2021 Form 10-K, ~~before~~adjusted to exclude depreciation and ~~amortization.~~amortization (totals exclude corporate unallocated costs and other income and expense items). A reconciliation of adjusted earnings per share to the nearest GAAP measure is incorporated by reference to Item 7 –- Management’s Discussion and Analysis of Financial Condition and Results of Operations in our ~~2016 and 2017 Annual Reports on~~2021 Form 10-K.

The Compensation Committee ~~believes~~designs compensation ~~should~~programs that reflect the Company’s financial performance and ~~be competitive~~are market-competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s Core Values (Integrity, Financial Discipline, Mutual Respect, Customer Focus, ~~and~~ Environmental Responsibility, and Social Responsibility). The objectives of ~~the Company’s~~our executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s strategic plan, and ~~creating~~in turn, create long-term shareholder value.

Our compensation programs are organized around three principles:

Total compensation for our executives consists of:

The Board and Compensation Committee, in conjunction with Management, leveraged Glatfelter’s ongoing business transformation and events from 2021 to further align the Company’s Human Resources programs with market-competitive offerings aimed at ensuring the programs remain relevant and cost-competitive given the evolving dynamics of the global workforce. The Compensation Committee discussed actions taken by Management to ensure ongoing business continuity in response to the continued impacts from the global pandemic and the highly-competitive labor market, examples of which include the cultural integration of the acquisitions, retention of key Management, adoption of contemporary work arrangements, including hybrid and remote constructs where feasible, assessment of competitive production labor rates and compensation offerings, expansion of employee well-being programs, and progress with enhancing the Company’s culture of diversity and inclusion.

The Board consists of eight directors, each of whom is standing for reelection at the Annual Meeting. The Company’s shareholders will vote on the election of the following eight director nominees to serve on the Board for one-year terms expiring on the date of the Company’s 2023 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

Bruce Brown, Kathleen A. Dahlberg, Kevin M. Fogarty, Marie T. Gallagher, Darrel Hackett, J. Robert Hall, Dante C. Parrini, and Lee C. Stewart.

Each director nominee has consented to serve if elected to the Board. If at the time of the Annual Meeting a director nominee is unable to serve, an event we do not anticipate, the Proxy Holders (as defined in “Frequently Asked Questions”) will vote for a substitute director nominee as may be designated by the Board, unless the Board elects to reduce the size of the Board accordingly.

The following table highlights director nominee information:

The Audit Committee of the Board ~~has~~ appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ~~2018.~~ending December 31, 2022. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, ~~2017.~~

2021.

Although shareholder ratification is not required by our organizational documents or applicable law, the Board believes ~~that~~ it is a sound corporate governance practice to seek shareholder ratification of the appointment of Deloitte. In the event ~~the shareholders fail to ratify the~~Deloitte’s appointment is not ratified, the Audit Committee will reconsider whether it is appropriate to select another independent registered public accounting firm, but is not required to do so. Even if Deloitte’s appointment is ratified, the Audit Committee, in its ~~selection.~~

discretion, may select a different registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

A Deloitte representative is expected to virtually attend the Annual Meeting. The representative will have an opportunity to make a statement at the Annual Meeting, if he or she desires to do so, and ~~will~~is expected to be available to respond to appropriate shareholder questions.

All of Deloitte’s ~~2017~~ services for the Company were permissible under applicable laws and regulations. The Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy (“Pre-Approval Policy”) provides for the pre-approval of audit and non-audit services performed by Deloitte. Under the Pre-Approval Policy, the Audit Committee must pre-approve specific services, including fee levels, to be performed by the independent registered public accounting firm in a designated category (audit, audit-related, tax services and all other services). For fiscal year ~~2017,~~2021, 100% of ~~Audit-Related Fees, Tax Fees and All Other Fees~~all fees were approved by the Audit Committee. The Audit Committee may delegate this authority in writing to one or more of its members, and in such case, the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.

Executive compensation is an important topic for our shareholders. At the core of our executive compensation philosophy is the belief that compensation ~~should~~should: (i) reflect performance; (ii) be fair, competitive, and reasonable; and (iii) be determined in a manner consistent with the Company’s long-term strategy, competitive industry practice, sound corporate governance principles, and shareholder interests. We believe our executive compensation program is strongly aligned with the long-term interests of our shareholders. We urge our shareholders to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional details on the Company’s compensation philosophy and objectives and the ~~2017~~2021 compensation of ~~the NEOs.~~

our named executive officers (“NEOs”).

Pursuant to Section 14A of the Securities Exchange Act of 1934, ~~(as~~as amended ~~the~~(the “Exchange Act”), we are asking shareholders to ~~vote on~~approve the following resolution:

As an advisory vote, the results on this proposal are non-binding. Nevertheless, the Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our NEOs.

The Board has adopted a policy providing for annual say-on-pay advisory votes. The Company has included in this proxy statement a proposal regarding the frequency of the say-on-pay advisory vote (“say-on-frequency” vote) and the Board has recommended that the shareholders vote “one year” to approve an annual say-on-pay vote. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our ~~2019~~2023 Annual ~~Meeting.~~

Meeting of Shareholders and the next say-on-frequency advisory vote will be held at our 2028 Annual Meeting of Shareholders.

The Dodd–Frank Wall Street Reform and Consumer Protection Act requires that at least once every six years, companies ask their shareholders how often they would like to be presented with the “say-on-pay” advisory vote on named executive officer compensation: every year, every two years, or every three years. This non-binding, advisory vote is commonly referred to as a “say-on-frequency” vote.

The Company’s current policy provides for an annual say-on-pay vote. The Board believes an annual frequency (i.e., one year) is the optimal frequency for the say-on-pay vote. A vote every one year provides shareholders the opportunity to evaluate the Company’s compensation policies and procedures on a regular and more frequent basis. Specifically, because the Company makes its compensation decisions on an annual basis, we believe our shareholders should have an annual opportunity to provide advisory approval of these decisions. We also believe that an annual frequency vote provides the highest level of accountability and direct communication with our shareholders.

Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal:

For the reasons discussed above, the Board recommends a vote for a frequency of “one year” as set forth in the following resolution:

The Board and the Compensation Committee value the opinions expressed by shareholders and expect to take into account the outcome of the vote when considering the frequency with which future votes will be held regarding the Company’s executive compensation; however, as the say-on-frequency vote is advisory, it will not be binding on the Board and/or the Compensation Committee and may not be construed as overruling any decision by the Board or Compensation Committee.

In accordance with Section 14A of the Exchange Act, the next say-on-frequency vote will be held at our 2028 Annual Meeting of Shareholders.

We are asking our shareholders to approve the Glatfelter Corporation 2022 Long-Term Incentive Plan (the “Equity Plan”). The purpose of the Equity Plan is to provide designated employees, non-employee directors, and consultants of the Company and its affiliates with the opportunity to receive grants of awards as provided in the Equity Plan. We believe that the Equity Plan provides appropriate incentives for achieving long-range Company goals and aligning eligible individuals’ financial interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock (“Common Stock”), thereby enhancing the long-term financial interest of the Company and its affiliates.

The Equity Plan will become effective upon receiving shareholder approval at the Annual Meeting (the “Effective Date”) and the terms of the Equity Plan will apply only to awards granted on or after the Effective Date. The Equity Plan is the successor to the Company’s Amended and Restated Long-Term Incentive Plan, which was originally effective as of April 27, 2005 and was most recently amended and restated as of May 4, 2017 (the “Existing Plan”). Awards granted prior to the Effective Date will continue to be governed by the applicable award agreements and the terms of the Existing Plan. No awards will be granted under the Existing Plan on or after the Effective Date so long as the Equity Plan is approved by our shareholders at the Annual Meeting.

The Equity Plan will allow us to grant incentive compensation awards to our executive officers, non-employee directors, employees and other service providers. We believe that a comprehensive equity incentive compensation program serves as a necessary and significant tool to attract and retain key employees, encourage participants to contribute materially to the growth of the Company, and align the long-term interests of the participants with those of our shareholders. Accordingly, it is important that an appropriate number of shares of stock be authorized for issuance under the Equity Plan.

When deciding on the number of shares to be available for awards under the Equity Plan, the Board considered a number of factors, including the number of shares currently available under the Existing Plan, the Company’s past share usage (referred to as “burn rate”), the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, the current and future accounting expenses associated with the Company’s equity award practices, and input from the Company’s shareholders.

The table below sets forth the following information regarding the awards granted under the Existing Plan: (i) the burn rate for each of the last three calendar years, and (ii) the average burn rate over the last three calendar years. The burn rate for a year has been calculated as follows:

No stock options or SOSARs have been granted in the last three fiscal years.

The following is a description of the Equity Plan, which is qualified by reference to the full text of the Equity Plan set forth in Appendix A attached hereto. If the Equity Plan is approved by our shareholders at the Annual Meeting, it will become immediately effective. If the Equity Plan is not approved by our shareholders, the Existing Plan will continue as currently in effect.

The Equity Plan provides that any shares covered by an award granted under the Existing Plan or the Equity Plan that terminates, expires, or is canceled, forfeited, surrendered, or an award that is otherwise settled without the delivery of the full number of shares underlying the award or is settled in cash, will, to the extent of any such termination, expiration, cancellation, forfeiture, surrender, or payment in cash, again be available for issuance under the Equity Plan. Shares withheld or surrendered for taxes payable on any award or for payment of the exercise price of an option may not be available for re-issuance under the Equity Plan. The full number of shares subject to a stock appreciation right (“SAR”) settled in stock will be counted against the 2022 Plan Reserve. If shares are repurchased by the Company on the open market with the proceeds of the exercise price of options, the shares will not again be available for issuance under the Equity Plan.

Outstanding equity grants with respect to stock of an acquired company may be assumed or replaced by awards under the Equity Plan, and such substitute awards will not reduce the Equity Plan’s 2022 Plan Reserve, consistent with applicable stock exchange requirements.

The Equity Plan is administered by the Compensation Committee, or any successor committee thereto, or the Board, or such other committee of the Board as is appointed or designated by the Board to administer the Equity Plan (the “Committee”). All acts and authority of the Committee under the Equity Plan are subject to the provisions of its charter and such other authority as may be delegated to the Committee by the Board. The Committee shall be comprised, unless otherwise determined by the Board, solely of not less than two members who shall be (i) “non-employee directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated under the Exchange Act, as amended, and (ii) “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Company’s stock is at the time primarily traded. Awards to non-employee directors shall be administered by the Committee consistent with a Board-approved compensation program.

Except to the extent prohibited by applicable law, the Committee may delegate all or any portion of its responsibilities to any person(s) selected by it, but the Committee cannot delegate such authority with respect to any participant who is subject to the reporting requirements of Section 16 of the Exchange Act.

Employees, officers, non-employee directors and consultants of the Company or any subsidiary or affiliate of the Company are eligible to participate in the Equity Plan, as determined by the Committee. Holders of equity-based awards issued by a company acquired by the Company or with which the Company combines are also eligible to receive awards under the Equity Plan, in substitution for awards granted by that company. Approximately 3,250 employees including 24 officers, 7 non-employee directors, and approximately 170 consultants of the Company and its subsidiaries and affiliates are eligible to participate in the Equity Plan as of March 7, 2022, as if the Equity Plan were in effect on such date.

The maximum grant date value of shares subject to awards granted to any non-employee director, plus any cash fees paid to the non-employee director, during any calendar year shall not exceed $750,000 in total value under the Equity Plan. For purposes of this limit, the value of such awards shall be calculated based on the grant date fair value of such awards for financial reporting purposes.

No award will be granted under the Equity Plan after the day before tenth anniversary of the Effective Date. The expiration of the Equity Plan shall not impair the Committee’s authority with respect to outstanding awards and the authority of the Committee to administer the Equity Plan and to amend, alter, adjust, suspend, discontinue, or terminate any such award, or to waive any conditions or rights under any such award, and the authority of the Board to amend the Equity Plan, shall extend beyond such date.

The term of an option or SAR may not exceed ten years from the date of grant. The exercise price of an option or SAR may not be less than the fair market value of the underlying shares on the date of grant, except for outstanding equity grants with respect to stock of an acquired company that are assumed or replaced by awards under the Equity Plan. As long as the Company’s shares are traded on an established stock exchange, the fair market value will be the closing price for the shares as quoted on such exchange. The terms of any ISO granted under the Equity Plan must comply in all respects with the provisions of Section 422 of the Code.

Subject to the terms of the Equity Plan and the related award agreement, any option or SAR may be exercised at any time during the period specified by the Committee. Unless the Committee determines otherwise, if a vested option or SAR would terminate at a time when trading in Company stock is prohibited by law or by the Company’s insider trading policy, the vested option or SAR may be exercised until the 30th day after expiration of such prohibition (but not beyond the end of the term of the option or SAR).

The Committee has the discretion to determine the method of exercise of options, which may include paying the exercise price (i) in cash; (ii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; (iii) by “net exercise,” which is the surrender of shares for which the option is exercisable to the Company in exchange for shares equal to the amount by which the then fair market value of the shares subject to the option exceeds the exercise; or (iv) by such other method as the Committee may approve.

Subject to the terms of the Equity Plan, the Committee may grant to participants such other awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of the Common Stock as are deemed by the Committee to be consistent with the purposes of the Equity Plan. The Committee will determine the terms and conditions of such awards and set forth such terms and conditions in an award agreement.

The performance goals will be established by the Committee based on one or more of the following criteria, or derivations of such criteria, or such other criteria as may be determined by the Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), human capital, environmental, social and governance issues, diversity, equity and inclusion issues, credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may be applied to either the Company as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively, or in any combination, and may be measured over a period of time, including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee.

The Committee may, in its discretion, establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any performance award. Such additional restrictions or conditions

need not be performance-based and may include, among other things, the receipt by a participant of a specified annual performance rating, the continued employment by the participant, and/or the achievement of specified performance goals by the Company, business unit, or participant. The Committee may also reduce or increase the amount of any performance award if it concludes that such reduction or increase is necessary or appropriate based on: (i) an evaluation of such participant’s performance; (ii) comparisons with compensation received by other similarly situated individuals working within the Company’s industry; (iii) the Company’s financial results and conditions; or (iv) such other factors or conditions that the Committee deems relevant. In addition to establishing minimum performance goals below which no compensation will be payable pursuant to a performance award, the Committee may create a performance schedule under which an amount less than or more than the target award may be paid so long as the performance goals have been achieved. Performance awards shall be transferred or paid to the participant as determined by the Committee in the applicable award agreement.

In the event that the Committee determines any dividend or other distribution (whether in the form of cash, stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of stock or other securities of the Company, issuance of warrants or other rights to purchase stock or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction for applicable financial accounting purposes, or otherwise affects the stock of the Company, then the Committee will adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Equity Plan:

Except as the Committee may otherwise determine, no award and no right under any award shall be assignable, alienable, saleable, or transferable by a participant otherwise than by will or by the laws of descent and distribution; provided, however, that, a participant may designate a beneficiary to exercise the rights of the participant, and to receive any property distributable, with respect to any award upon the death of the participant.

All awards made under the Equity Plan shall be subject to any applicable clawback or recoupment policies, insider trading policies, policies prohibiting pledging or hedging of shares, and other policies that may be implemented by the Board from time to time.

A “change in control” of the Company means:

Unless otherwise set forth in an award agreement, if a change in control occurs and participants’ awards remain outstanding after the change in control (or are assumed by, or converted to, similar awards with equivalent value as of the date of the change in control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), and the participant incurs an involuntary separation from service by the Company or its affiliates or successors other than for cause (as defined in the award agreement) during a period specified by the Committee, (i) all outstanding options and SARs shall automatically accelerate and become fully exercisable; (ii) any restrictions and conditions on outstanding stock awards and restricted stock shall immediately lapse; and (iii) awards of restricted stock units, other stock-based awards, or performance awards shall become payable. In that event, awards that are based on performance goals shall vest and be payable as determined by the Committee in the award agreement.

Unless otherwise set forth in an award agreement, if a change in control occurs and participants’ awards are not assumed by, or converted to similar awards with equivalent value as of the date of the change in control of, the surviving corporation (or a parent or subsidiary of the surviving corporation), or otherwise remain outstanding, (i) all outstanding options and SARs shall immediately vest and become exercisable; (ii) any restrictions on stock awards and restricted stock shall immediately lapse; and (iii) restricted stock units, other stock-based awards, or performance awards shall become payable as of the date of the change in control. In that event, awards that are based on performance goals shall vest and be payable as determined by the Committee in the award agreement.

Notwithstanding the foregoing, the Committee may establish such other terms and conditions relating to the effect of a change in control on awards as the Committee deems appropriate. In addition to other actions, in the event of a change in control, the Committee may take any one or more of the following actions with respect to any or all outstanding awards, without participant consent: (i) determine that outstanding awards shall be assumed by, or replaced with, awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation); (ii) determine that outstanding options and SARs shall automatically accelerate and become fully exercisable, and the restrictions and conditions on outstanding stock awards and restricted stock shall immediately lapse; (iii) determine that participants shall receive a payment in settlement of outstanding awards of RSUs, other stock-based awards, or performance awards, in an amount and form determined by the Committee; (iv) require that participants surrender their outstanding options and SARs in exchange for a payment by the Company, in cash or shares as determined by the Committee, in an amount equal to the amount, if any, by which the then fair market value of the shares subject to the participant’s unexercised options and SARs exceeds the exercise price; and (v) after giving participants an opportunity to exercise all of their outstanding options and SARs, terminate any or all unexercised options and SARs at such time as the Committee deems appropriate. Such surrender, termination, or payment shall take place as of the date of the change in control or such other date as the Committee may specify. Without limiting the foregoing, if the per share fair market value of the shares does not exceed the per share exercise price, the Company shall not be required to make any payment to the participant upon surrender of the option or SAR. Any acceleration, surrender, termination, settlement, or conversion shall take place as of the date of the change in control or such other date as the Committee may specify.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an award agreement or in the Equity Plan, the Board may amend, suspend, discontinue, or terminate the Equity Plan or any portion thereof at any time, provided that no such amendment, alteration, suspension, discontinuation, or termination will be made without: (i) shareholder approval, if such approval is necessary to comply with tax, legal, securities exchange, or other regulatory requirements; or (ii) the consent of the affected participant, if such action would adversely affect any material rights of such participant under any outstanding award.

Except in connection with a corporate transaction involving the Company, the Company may not, without shareholder approval (i) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; (ii) cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; or (iii) cancel outstanding options or SARs with an exercise price above the current stock price in exchange for cash or other securities.

The Committee may at any time modify, amend, or terminate any or all of the provisions of the Equity Plan to the extent necessary: (i) to conform the provisions of the Equity Plan with Section 409A of the Code; and (ii) to enable the Equity Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any award, prospectively or retroactively, without the consent of the participant, consistent with the terms of the Equity Plan; provided, that no such action will impair any material rights of a participant granted an award under the Equity Plan. The Committee is also authorized to make adjustments in terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the intended benefits.

The following brief description, which is based on existing law, summarizes the federal income tax consequences of the grant of awards under the Equity Plan. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change, which may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the Equity Plan is for general information only. Interested parties should consult their own tax advisors as to specific tax consequences, including the application and effect of foreign, state and local laws.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the stock option and the Company will not be allowed an income tax deduction at any time. The difference between the option exercise price and the amount realized upon disposition of the shares by the optionee will constitute a long-term capital gain or a long-term capital loss, as the case may be.

If the optionee meets the employment rule, but fails to observe the holding rule (a “disqualifying disposition”), the optionee generally recognizes as ordinary income, in the year of the disqualifying disposition, the excess of the fair market value of the shares at the date of exercise over the option exercise price. Any excess of the sale price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the stock was held after the stock option was exercised). If the sale price is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sale price over the option exercise price. In both situations, the tax deduction allowable to the Company is limited to the ordinary income recognized by the optionee. Under current Internal Revenue Service (“IRS”) guidelines, the Company is not

required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Except for awards made as restricted stock, when performance awards, restricted stock units, other stock-based awards or SARs are paid or shares are delivered to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and the Company will generally be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

be considered to have received “excess parachute payments,” which could subject the participants to a 20% excise tax on the excess parachute payments and could result in a disallowance of the Company’s tax deduction for the compensation.

The Committee has not granted any awards under the Equity Plan that are subject to shareholder approval of the Equity Plan. Participation and the types of awards under the Equity Plan are subject to the discretion of the Committee, consistent with the terms and limitations of the Equity Plan, and as a result, the benefits or amounts that will be received by any participant or groups of participants under the Equity Plan are not currently determinable. For information on awards made in 2021 to our NEOs, please refer to the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” under the heading “Executive Compensation” elsewhere in this proxy statement.

The closing price of the Company’s stock, as reported on the New York Stock Exchange on March 15, 2022 was $12.62.

To the best of the Company’s knowledge, the following table sets forth information regarding beneficial ownership of the Company’s outstanding common stock as of March ~~9, 2018,~~15, 2022 (except as otherwise noted) by: (1) each person who is known by the Company to own beneficially more than 5% of the common stock of the Company; (2) each director, director nominee, and NEO; and (3) all directors ~~director nominees~~ and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers for the securities listed. The number of shares beneficially owned by each person is determined ~~under~~in accordance with the rules of the ~~Securities and Exchange Commission (“SEC”),~~SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, all shares to which a person has the right to acquire beneficial ownership within 60 days are considered beneficially owned by that person.

The following table provides certain information as of December 31, ~~2017,~~2021, regarding the Company’s equity compensation plans.

(a)
(b)
(c)
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights⁽¹⁾
Weighted-average
exercise price of
outstanding
options, warrants
and rights⁽²⁾
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))⁽³⁾⁽⁴⁾
Equity compensation plans approved by security holders

3,491,232

$
17.87

2,188,572

Equity compensation plans not approved by security holders

—

—

—

Total

3,491,232

$
17.87

2,188,572

~~(1)~~

Includes 483,069 restricted stock units (“RSUs”); 446,317 PSAs; and 2,561,846 stock-only stock appreciation rights (“SOSARs”). For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.


	(a)	(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3) (4)
Equity compensation plans approved by security holders	2,190,495	$	20.42	1,628,094
Equity compensation plans not approved by security holders	—	—		—
Total	2,190,495	$	20.42	1,628,094

~~(2)~~

~~Weighted average exercise price is based on outstanding SOSAR prices only.~~

(1)Includes 611,428 RSUs; 499,954 PSAs; and 1,079,113 SOSARs. For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.

~~(3)~~

~~Represents the securities remaining available for issuance under the Amended and Restated Long-Term Incentive Plan.~~

(2)Weighted average exercise price is based on outstanding SOSAR prices only.

~~(4)~~

~~For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.~~

(3)Represents the securities remaining available for issuance under the Effective Plan.

(4)For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~

Reports

Section 16(a) of the Exchange Act requires ~~the Company’s~~our executive officers, directors, and ~~executive officers and~~ persons who beneficially own more than ten percent ~~(10%)~~ of ~~a registered class~~our shares of ~~the Company’s equity securities (“10% Holders”)~~our common stock to file reports of ~~holdings~~their beneficial ownership and ~~transactions~~changes in ownership (Forms 3, 4, and 5, and any amendment thereto) with the ~~Company’s common stock~~SEC.

Based solely upon our review of the Forms 3, 4, and 5, as applicable, filed on EDGAR and the representations of the reporting persons, for the fiscal year ended December 31, 2021, we have determined that our executive officers, directors, and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports with the SEC ~~and the New York Stock Exchange (“NYSE”). Based on the~~

~~Company’s review of such reports (and amendments thereto), the Company believes that~~ in ~~2017 its directors, executive officers and 10% Holders filed all required reports of holdings and transactions in the Company’s common stock on~~ a timely ~~basis.~~

manner, other than one Form 4 for each of Beck, Elder, Hillard, Parrini, and Urey and two Forms 4 for Astley, all of which were inadvertently filed late due to administrative error.


2022 PROXY STATEMENT ›			34

~~2018~~

~~PROXY STATEMENT~~
› 15

~~Corporate Governance and Board of Directors~~


Corporate Governance and Board of Directors

Corporate Governance Principles

The Board and Management are dedicated to effective corporate governance. The Board has adopted Corporate Governance Principles that provide a framework for the Company’s governance. The Board has also adopted a Code of Business Conduct and a Code of Business Ethics for our CEO and Senior Financial Officers. The Corporate Governance Principles are ~~set forth in full~~available on the Corporate Governance page of the Company’s website at www.glatfelter.com/~~about_us/corporate_governance/principles. The~~investors/corporate-governance, which also contains the Company’s ~~website (www.glatfelter.com) includes a Corporate Governance page containing, among other information, the~~Articles of Incorporation and By-Laws, Code of Business Conduct, a list of the directors and executive officers of the Company, the charters of each of

the ~~Committees~~committees of the Board, and the ~~Company’s~~ Code of Business Ethics for ~~the~~ CEO and Senior Financial ~~Officers and other related information.~~Officers. Copies of these materials are available, in print at no charge, upon request to the Secretary of the Company at ~~96 South George~~4350 Congress Street, Suite ~~520, York, PA 17401-1434.~~

600, Charlotte, NC 28209.

The Company intends to satisfy the disclosure requirement for any future amendments to, or waivers from, its Code of Business Conduct or Code of Business Ethics for ~~the~~ CEO and Senior Financial Officers by posting such information on its website.

Board Composition and Leadership

The Board currently consists of ~~nine~~eight members. Each year, the Board elects one of its members to serve as Board Chair. Under the Board’s governance structure, the Board Chair:

•presides at all meetings of the Board, other than executive sessions;

•identifies strategic issues to be considered for the Board agenda; and

•consults with directors on the development of the schedule, agenda, and materials for all meetings of the Board.

When considering the election of a Board Chair, the Board reviews its governance structure and the qualifications of each director and determines who is best qualified to chair the Board. The Board believes the Company and its shareholders are best served by having a Board Chair who has wide-ranging, in-depth knowledge of the Company’s business operations and the Company’s industry and who can best execute the Company’s strategic plan. Based on his extensive experience and knowledge of the Company’s operations, industry, competitive challenges, and opportunities, the Board has determined that Dante C. Parrini is the director

best qualified to serve in the role of Board Chair. Mr. Parrini currently serves as the Board Chair. The Board ~~therefore~~ nominated Mr. Parrini in February ~~2018~~2022 to continue as Board Chair effective as of the Board’s annual meeting in May 2022, subject to his re-election as a director at the Annual Meeting.

For the foregoing reasons, the Company believes it is in the best interest of the Company and its shareholders to have combined roles of Board Chair and CEO.

The Board has also determined that when the same person serves as both Board Chair and CEO, the interests of the Company and the shareholders are best served by appointment of an independent Lead Director. Lee C. Stewart currently serves as the independent Lead Director. In February ~~2018,~~2022, the Nominating and Corporate Governance (“NCG”) Committee recommended, and the independent directors approved, ~~Kevin M. Fogarty~~Mr. Stewart to ~~continue~~serve as the independent Lead Director, effective on the date of the ~~2018~~ Annual Meeting, subject to his re-election as a director at the Annual Meeting. The Lead Director presides over the executive sessions of the Board and coordinates and develops the agenda for those sessions. The Lead Director communicates to the Board Chair ~~and CEO~~ regarding the discussions at executive sessions as appropriate. In the absence or disability of the Board Chair, the Lead Director assumes the authority of and performs the duties of the Board Chair, as provided in Section 2.18 of the Company’s ~~by-laws,~~By-Laws, including presiding at any Board meeting at which the Board Chair is not in attendance.

Board Independence

The Corporate Governance Principles and the Company’s policies and procedures provide for an empowered, independent Board and the full involvement of the independent ~~members of the Board~~directors in the Board’s operations and decision making.

In

As set forth in the Company’s Corporate Governance Principles, the Board has adopted the ~~NYSE~~listing standards of the New York Stock Exchange (the “NYSE”) for determining the independence of directors, which require that a director not have a material relationship with the Company.


2022 PROXY STATEMENT ›			35


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Annually, each member of the Board is required to complete a questionnaire designed, in part, to provide information to assist

the Board in determining if the director is independent under NYSE rules and our Corporate Governance Principles. In addition, each director or director nominee ~~for director~~ has an affirmative duty to disclose to the NCG Committee relationships between and among that director (or an immediate family member), the Company, ~~and/~~or Management. The Board has determined the following directors are independent and have no material relationship with the Company: ~~Ms.~~Messes. Dahlberg and Gallagher and Messrs. Brown, ~~DeBenedictis,~~ Fogarty, Hackett(1), Hall, ~~Ill, Naples~~ and Stewart. The Board has determined Mr. Parrini, as the Company’s CEO, is not an independent director as defined under the NYSE listing standards and the Company’s Corporate Governance Principles.

(1) As described on page 17, Mr. Hackett is Head of BMO U.S. Wealth Management, an affiliate of the Bank of Montreal (BMO), a leading, full-service financial services provider. BMO Capital Markets is an analyst firm currently providing research coverage on the Company. Prior to his nomination, the Board considered the potential for a conflict of interest in connection with Mr. Hackett’s employment with, and our analyst coverage by, BMO, as well as any independence issues or other potential adverse impacts as a result of Mr. Hackett serving on the Board. The Board determined that BMO Capital Markets’ research coverage does not impact Mr. Hackett’s independence.

16 › ~~P. H. GLATFELTER COMPANY~~

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

Evaluation of Board Nominees

The NCG Committee reviews all director nominations submitted to the Company, including individuals recommended by shareholders, directors, or members of ~~Management.~~Management, using the same criteria. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the candidate’s independence, availability to serve on the Board, knowledge, experience, skills, expertise, wisdom, integrity, business acumen, and understanding of the Company’s business environment.

~~In evaluating director candidates,~~

Although the Company does not have a formal policy on Board diversity, the NCG Committee considers a wide variety of qualifications, attributes, and other factors in evaluating director candidates and recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each director candidate, the NCG Committee ~~takes into account~~considers how ~~that~~the candidate’s background, experience, qualifications, attributes, and skills meet the needs of the Company, and may complement, supplement, or duplicate those of other prospective candidates.

The NCG Committee reviews the qualifications of each incumbent director, including the director’s understanding of the Company’s ~~businesses~~business and the environment in which the Company operates, attendance and participation at Board and applicable committee meetings, and independence, including any relationships with the Company. Prior to nomination, each candidate for director must

consent to stand for election, and each director nominee must agree in writing to abide by the Company’s majority voting policy.

After the NCG Committee has completed its evaluation of all director candidates, it presents a recommended slate of directors to the Board for consideration and approval. The NCG Committee also discusses with the Board any candidates considered by the NCG Committee but not recommended for election or re-election as a director.

We will report any material change to this procedure in a quarterly or annual filing with the SEC. In addition, we will make any changes to this procedure available promptly by posting that information on the Corporate Governance section of our website at http://www.glatfelter.com/about_us/ corporate_governance/default.aspx.

Based on the process described above, the NCG Committee recommended, and the Board approved, ~~to nominate, each~~the nomination of all eight of the incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual ~~experience,~~experiences, qualifications, attributes, and skills of each candidate, including as described in the skills matrix on page 2.7. The NCG Committee and the Board assessed these factors in light of the Company’s ~~businesses, which provide diverse lines of engineered materials and specialty papers.~~

business.

Resignation and Majority Voting Policy

Director Nominee Irrevocable Resignation

Each person who is nominated to stand for election as director must, as a condition to such nomination, tender an irrevocable resignation in advance of the meeting for the election of directors. Such resignation will be effective if, pursuant to the Company’s ~~by-laws,~~By-Laws, (a) the person does not receive a majority vote at the next meeting for the election of ~~directors,~~directors; or (b) in the case of a nominee who is an incumbent director, the Board accepts the resignation.

Majority Voting

Contested Election. In an election of directors, where the Board determines that the number of director nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast.

Uncontested Election. If in an election of directors in which the number of director nominees does not exceed the number of directors to be elected, any director nominee who is not an incumbent director and receives a plurality of the votes cast but does not receive a majority of the votes cast, ~~the~~such director nominee’s resignation will be automatically accepted. If the


2022 PROXY STATEMENT ›			36


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

director nominee is an incumbent director

and receives a plurality but not majority of the votes cast, the NCG Committee will make a recommendation to the Board on whether to accept the director’s resignation or whether other action should be taken. The incumbent director not receiving a majority of the votes cast will not participate in the NCG Committee’s recommendation or the Board’s decision regarding the tendered resignation. The independent members of the Board will consider the NCG Committee’s recommendation and publicly disclose the Board’s decision and the basis for that decision within 90 days from the date of the certification of the final election results.

A director whose resignation is not accepted by the Board will continue to serve until the next annual meeting at which he or she is up for election and until his or her successor is duly elected, or until his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, or if a director nominee ~~for director~~ who is not an incumbent director is deemed ~~to have been elected and~~ to have automatically resigned, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s ~~by-laws,~~By-Laws, or may amend the Company’s ~~by-laws~~By-Laws to decrease the size of the Board.

~~2018~~ ~~PROXY STATEMENT~~ › 17

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

Board Meetings

The Board held nine meetings during ~~2017.~~2021. The standing committees established by the Board held a combined total of 2015 meetings in ~~2017.~~2021. Each ~~incumbent~~ director attended ~~at least 89%~~75% or more of the total number of Board and ~~Committee~~committee meetings on which he or she served in ~~2017.~~2021; overall attendance at such meetings was 100%. Independent directors meet in regularly scheduled executive sessions (without Management), presided by the Lead Director.

~~The~~Although the Company does not have a formal policy regarding director attendance at the annual meeting of shareholders, directors are strongly encouraged to attend the annual meeting of shareholders and historically have done so. All of our directors virtually attended the 2021 Annual Meeting ~~though all directors traditionally attend the Annual Meeting. All directors attended the 2017 Annual Meeting.~~

of Shareholders.

Committees of the Board of Directors

Our Board has ~~four~~three standing committees: Audit, Compensation, ~~Finance,~~ and Nominating ~~and~~& Corporate ~~Governance. The Board determined that effective in May 2018, the Finance Committee will be dissolved and its duties assumed by the Board and other Board Committees.~~Governance (NCG). Each standing committee has its own ~~Charter,~~charter, which is available, at no charge, from the Secretary or on the Company’s website at at: ~~http://~~www.glatfelter.com/~~about_us/~~investors/corporate-governance

~~corporate_governance/committees.aspx.~~

.

The Board determined that all members of each of the Audit, Compensation, and NCG Committees are independent as required under the ~~current~~NYSE listing standards ~~of the NYSE~~ and the ~~SEC’s~~ applicable SEC rules and regulations.


2022 PROXY STATEMENT ›			37


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

The following chart provides a summary of each Board standing committee’s duties and ~~responsibilities.~~

responsibilities:

~~Board Committees~~
Board Committees
Committee			Responsibilities and Duties		2021 Members (Effective February 17, 2021)		Meetings in ~~2017~~ 2021
AuditCommittee			The Audit Committee assists the Board with oversight of ~~(1)~~ the quality and integrity of the accounting, auditing, and financial reporting practices of the Company; ~~(2)~~ the compliance by the Company, its directors and officers with applicable laws and regulations and its Code of Business Conduct; ~~(3)~~ the independent auditor’s qualifications and independence; ~~and (4)~~ the performance of the Company’s internal audit function and independent ~~auditors.~~ auditors; and financial policies and other matters of financial significance to the Company.		~~Richard C. Ill~~ wMarie T. Gallagher (1), (2), (3) * Kathleen A. Dahlberg Bruce Brown ~~Nicholas DeBenedictis~~ (3) * Darrel Hackett (2), (3) J. Robert Hall (2), (3) Lee C. Stewart (2), (3)		7
Compensation Committee			The Compensation Committee is responsible for the Company’s human capital programs and an executive compensation policy designed to support overall business strategies and objectives; attract, retain, motivate and reward key executives; link compensation with organizational performance while appropriately balancing risk and reward; align executives’ interests with those of the Company’s shareholders; provide competitive and reasonable compensation opportunities; and review and approve non-employee director compensation. The Compensation Committee also oversees the Company’s executive compensation and incentive plans.		~~Lee C. Stewart~~ wBruce Brown ~~Kathleen A. Dahlberg~~ ~~Nicholas DeBenedictis~~ (1) Kevin M. Fogarty Darrel Hackett J. Robert Hall		6 5
Nominating & Corporate Governance Committee			The NCG Committee advises the Board on all corporate governance matters, monitors the Company’s compliance with corporate governance guidelines, and periodically reviews such guidelines to ensure that they are appropriate for the Company and comply with the requirements of the SEC and the NYSE.		~~J. Robert Hall~~ w ~~Bruce Brown~~ ~~Kevin M. Fogarty~~ ~~Ronald J. Naples~~	4
~~Finance~~ The NCG Committee	~~The Finance Committee advises~~ is responsible for recommending Board size and composition and nominating directors to the Board onand its committee and leadership positions. The NCG Committee also oversees the ~~financial policies~~annual self-assessment of the ~~Company~~Board and its committees and has oversight ~~over matters~~ of ~~financial significance to~~ the ~~Company.~~ Company’s ESG strategy, risk management, and compliance.	~~Nicholas DeBenedictis~~ w Kevin M. Fogarty ~~Richard C. Ill~~ ~~Dante C. Parrini~~ ~~Lee C. Stewart~~ (1) Bruce Brown Kathleen A. Dahlberg Marie T. Gallagher		3
			w(1)Committee Chair * (2)Financial Expert, as defined in the applicable SEC regulations **(only shown for Audit Committee) (3)Financially ~~literate~~Literate within the meaning of the NYSE listing standards (only shown for Audit Committee)

18 › ~~P. H. GLATFELTER COMPANY~~

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

Continuing ~~Boa~~Board Education

~~rd Education~~

We believe ~~that~~ our shareholders are best served by a ~~Board~~board that is well versed in subject ~~matter~~matters relevant to board service and thoroughly comprehends the role and responsibilities of an effective ~~Board~~board in the oversight and management of the Company. The Board regularly conducts Board education sessions on relevant topics for the Company’s future growth and success and to stay informed about best governance practices. We also feel it is appropriate for our directors to have access to educational programs on an ongoing basis to assist them in ~~discharging~~performing their duties as directors. ~~In 2017,~~The Company will reimburse directors for the ~~Company was a member~~reasonable costs of attending relevant and timely director education programs approved by the ~~NYSE Corporate~~ Board ~~Member~~

~~Board Leadership Program until November.~~Chair. Since November 2017, the Company has been a member of the National Association of Corporate Directors. This membership provides continuing education programs, research data, conferences and other resources for the Company’s directors and executives. The NCG Committee periodically reviews and oversees orientation programs for ~~newly elected~~newly-elected directors and suggests topics for continuing education programs for incumbent ~~directors.~~

directors .

~~Risk Oversight~~


2022 PROXY STATEMENT ›			38

~~The~~


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board ~~performs its oversight role using several different levels of review. For its reviews~~Self-Assessment

Our Board believes in a constructive self-assessment process as a governance best practice to improve Board performance and ensure it is functioning effectively. As required by our Corporate Governance Principles, the NCG Committee oversees an annual self-assessment of the ~~Company’s business unit operations~~Board and ~~corporate functions,~~its committees. Each director completes a written questionnaire to gather suggestions for improvement and feedback on a range of issues related to Board and committee effectiveness. Outside counsel to the Board reviews the questionnaire responses and ~~considers~~additionally conducts individual interviews with each director. The feedback is aggregated and summarized by counsel, who shares the ~~primary risks associated~~feedback with ~~those units~~the Board and ~~functions.~~ its committees during their regularly-scheduled meetings. Changes to Board practices, procedures, and agendas are considered and implemented in response to the feedback as appropriate.

The Board also conducts an annual review of its corporate governance documents, including its Corporate Governance Principles, By-Laws, and committee charters, and recommends revisions accordingly.

Risk Oversight

The Board plays an active role in risk oversight to ensure that Management is taking appropriate actions to identify, evaluate, manage, and mitigate significant risks. The Board reviews risks associated with the Company’s strategic plan and enterprise level risks annually at ~~an annual~~a strategic planning ~~session and periodically~~session. Periodically throughout the year, ~~as part of its consideration of~~the Board actively monitors risks associated with the Company’s ~~strategy.~~

~~Each Committee also oversees~~strategic plan through formal business updates it receives from Management, including an annual report from Company executives on information security matters.

The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the ~~management of Company risks falling within the Committee’s areas of responsibility.~~appropriate committees for more detailed consideration and evaluation. In

performing this oversight function, each ~~Committee~~committee has full access to Management, as well as the ability to engage ~~advisors.~~advisors or other experts it deems necessary in the performance of its duties. At each regularly-scheduled Board meeting, the Chair of each ~~Committee~~committee reports to the Board on the ~~Committee’s~~committee’s oversight ~~activities.~~

activities, as needed.

The Company’s Management is responsible for identifying, evaluating, managing, and mitigating the Company’s risk exposures. The Company ~~continues to manage its~~manages these enterprise risks through a variety of policies, programs, committees, and internal ~~control functions and processes~~controls designed to ~~identify the primary risks and~~ protect the Company’s assets, operations, and reputation, while ensuring ~~legal compliance.~~

compliance with applicable laws and regulations.

The below chart summarizes the Board’s risk-governance framework:

Board of Directors

Oversees the management of risks inherent in the operation of the Company’s ~~businesses~~business and the implementation of its strategic plan.

Audit Committee

Compensation

Committee

~~Management~~

Nominating and

Corporate

Governance

Committee

Management

Internal Audit

~~Reviews policies and guidelines with respect~~Oversees significant risks relating to ~~risk assessment and management, including reporting on the Company's processes to manage and report risks related to litigation,~~accounting, foreign exchange, ~~rates,~~commodity exposures, contingent liabilities, reporting matters, cyber-security, insurance, natural disasters, environmental and ~~similar matters that may constitute significant financial exposure.~~

ESG, regulatory requirements, compliance with laws and regulations, and the Company’s Code of Business Conduct. Oversees the evaluation of internal control effectiveness and meets regularly with representatives of the Company’s independent auditors.

~~Reviews all~~Oversees the Company’s human capital programs and compensation policies and procedures, including the incentives that such policies create and factors that may reduce the likelihood of excessive risk taking, to determine whether such policies present a significant risk to the Company.

Oversees ~~supervises~~the Company’s governance matters including the development and ~~administers~~maintenance of the Company’s Corporate Governance Principles and related policies and provides oversight of the Company’s ESG strategy, risk management and compliance.

Oversees the implementation, execution, and evaluation of policies, procedures, programs, and internal ~~control functions and processes~~controls designed to identify ~~assess~~ and ~~quantify~~mitigate significant ~~organizational~~risks in order to provide reasonable assurance in the protection of Company assets and ~~business risks~~achievement of its strategic plans.

Assists and ~~to develop strategies and controls to protect~~advises the ~~Company.~~

~~Assists the Company~~Company’s Management in identifying, evaluating, improving, and ~~implementing~~monitoring risk management ~~controls~~techniques and methodologies ~~to address identified risks.~~as part of the Company’s enterprise risk management and internal control framework. The Company’s ~~Vice President,~~Director, Internal Audit reports functionally ~~reports~~directly to the Audit Committee.

~~2018~~ ~~PROXY STATEMENT~~ › 19

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

~~Director Compensation~~

Payments to Directors in 2017

Name⁽¹⁾
Fees Earned or
Paid in Cash
($)⁽²⁾
Stock
Awards
($)⁽³⁾
All Other
Compensation
($)⁽⁴⁾
Total
($)

Bruce Brown
$
79,000

$
114,993

$
5,174

$
199,167

Kathleen A. Dahlberg

80,500

114,993

5,115

200,608

Nicholas DeBenedictis

89,000

114,993

5,115

209,108

Kevin M. Fogarty⁽⁵⁾

97,500

114,993

5,115

217,608

J. Robert Hall

87,500

114,993

5,115

207,608

Richard C. Ill

100,500

114,993

5,115

220,608

Ronald J. Naples

79,000

114,993

5,115

199,108

Lee C. Stewart

94,000

114,993

5,115

214,108

~~(1)~~	~~Only~~
~~non-employee~~2022 ~~directors receive compensation for service on the Board. Our CEO does not receive compensation for his services as a director.~~ PROXY STATEMENT ›			39

~~(2)~~	~~The amounts include annual retainer fees, meeting fees and chair fees paid in cash.~~
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

~~(3)~~

In accordance with FASB ASC 718 the amount shown for all directors is based on the fair market value of $18.39 per share for RSUs granted on May 4, 2017. As of December 31, 2017 each Director held 14,484 RSUs, 3,964 of which were vested. RSUs granted to directors prior to 2017 had 3-year ratable vesting.

Director Compensation

~~(4)~~

Represents dividend equivalents paid in cash. The Company paid cash dividend equivalents on outstanding director RSUs granted through 2016. Mr. Brown joined the Board in September 2014 and received a pro-rated grant for his first year as a director.

~~(5)~~

~~Mr. Fogarty’s compensation includes a Lead Director fee paid in cash.~~

Non-employee directors receive compensation for their service that is designed to compensate them fairly for the time, effort, and accountability required of a ~~Board member~~director and align their interests with our ~~stockholders.~~shareholders. In making its recommendation to the Board on independent director compensation, the Compensation Committee ~~considers peer and general industry data, including~~considered the results of an analysis of director compensation provided by Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee’s independent compensation consultant.

Meridian conducted a competitive assessment that included a review of annual cash retainers, annual equity grants, meeting fees, and committee fees compared to the Company’s compensation peer group (see page 54 regarding the Compensation Peer Group). The results of the assessment determined that non-executive director total compensation approximates the median of the peer group, and that the Company’s pay policies are aligned with market. No changes were made to independent director compensation in 2021.

Cash Compensation

In ~~2017 each~~2021, the non-employee director ~~received an annual~~compensation included the following cash fees for service:

•Annual cash retainer ~~fee of~~fee: $70,000 ~~paid~~

•Additional fees for those serving in ~~cash.~~ role:

◦Audit Committee chair: $20,000

◦Compensation Committee chair: $15,000

◦NCG Committee chair: $10,000

◦Lead Director: $20,000

In addition to the annual retainer, non-employee directors were paid in cash $1,500 for each ~~Committee~~standing Board committee meeting they attended in excess of eight ~~committee~~ meetings per year. The director serving as Chair of the Audit Committee was paid an additional $20,000 in cash for his service; the director serving as Chair of the Compensation Committee was paid an additional $15,000 in cash for his service; the directors serving as Chair of the Finance Committee and the NCG Committee each received an additional $10,000 in cash for their service. The Lead Director received an additional $20,000 for his service in that capacity.year (May 1 – April 30). All accrued, but unpaid, director cash compensation payments are made twice annually, onin May 1 and ~~November 1.~~

November.

Equity Compensation

In ~~2017~~2021, each non-employee director received an annual RSU award valued at $115,000 on the grant date. Such awards fully vest, ~~100%,~~ all restrictions lapse, and the shares are paid out on the first anniversary of the grant date. During the one-year vesting

period, quarterly dividends accrue in the form of additional RSUs (but are not vested or paid ~~unless~~until the awards vest). RSUs granted to directors will immediately vest upon a change in ~~control. In~~control and in the event of the death or disability of the ~~director, all unvested RSUs will become immediately vested, and the restrictions will lapse.~~

director.

Deferred Compensation

Pursuant to the Company’s Deferred Compensation Plan for Directors, every year, each non-employee director may elect to defer 50%, 75%, or 100% of his or her annual retainer for serving on the ~~Board, but any~~Board. Any fees paid to a director for attending meetings of any ~~Committee~~Board committee or for serving as a ~~Chair~~chair may not be deferred. No deferral elections were made in ~~2017.~~

2021.

Other Benefits and Coverage

Each non-employee director is covered by the Company’s director and officer liability insurance policy, has entered into an indemnification agreement with the Company, and is covered under the Company’s travel accident insurance policy.

Share Ownership Guidelines

The Company has established share ownership guidelines for non-employee directors to enhance their alignment with shareholders’ interests. The share ownership guidelines preclude the sale of shares by a director until he or she holds shares with a value equal to 5Xfive times the annual Board retainer of $70,000. Directly held shares and unvested RSUs count toward attainment of the guideline.

All directors are in compliance or on track to be in compliance with the share ownership guidelines.

20
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			40


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS


Payments to Directors in 2021
Name (1)	Fees Earned or Paid in Cash ($) (2)		Stock Awards ($) (3)	Total
Bruce Brown(4)	$	91,000	$115,000	$	206,000
Kathleen A. Dahlberg	$	77,500	$115,000	$	192,500
Nicholas DeBenedictis(5)	$	7,500	—	$	7,500
Kevin M. Fogarty(6)	$	82,000	$115,000	$	197,000
Marie T. Gallagher(7)	$	94,000	$115,000	$	209,000
Darrel Hackett	$	70,000	$115,000	$	185,000
J. Robert Hall	$	71,500	$115,000	$	186,500
Ronald J. Naples(8)	$	3,000	—	$	3,000
Lee C. Stewart(9)	$	101,500	$115,000	$	216,500

~~Corporate Re~~(1)~~sponsibility~~Only

~~Sustainability:~~ non-employee directors receive compensation for service on the Board. Accordingly, our CEO, Mr. Parrini, does not receive compensation for his services as a director.

(2)The amounts include annual retainer fees, meeting fees, and chair fees paid in cash.

(3)In accordance with ASC Topic 718, the amount shown for all directors, except where otherwise noted, is based on the fair market value of $15.71 per share for RSUs granted on May 6, 2021, which vest one year after the grant date. As of December 31, 2021, the current directors held the following number of outstanding Restricted Stock Units:


Director Name			Number of Restricted Stock Units Outstanding
Bruce Brown			7,320
Kathleen A. Dahlberg			7,320
Nicholas DeBenedictis			7,320
Kevin M. Fogarty			7,320
Marie T. Gallagher			7,320
Darrel Hackett			7,320
J. Robert Hall			7,320
Ronald J. Naples			7,320
Lee C. Stewart			7,320

(4)Mr. Brown’s compensation includes a pro-rated fee for chairing the Compensation Committee from February to April 2021.

.

(5)Mr. DeBenedictis retired in May 2021. The compensation represents committee fees in excess of 8 meetings attended through April 30, 2021.

(6)Mr. Fogarty’s compensation includes a pro-rated fee for chairing the NCG Committee from February to April 2021.

(7)Ms. Gallagher’s compensation includes a pro-rated fee for chairing the Audit Committee from February to April 2021.

(8)Mr. Naples retired in May 2021. The compensation represents committee fees in excess of 8 meetings attended through April 30, 2021.

(9) Mr. Stewart’s compensation includes a pro-rated Lead Director fee paid in cash from February to April 2021.


2022 PROXY STATEMENT ›			41


Enhancing Everyday Life®…Sustainably

Overview

Our commitment to sustainability and being a responsible corporate citizen has been an essential part of Glatfelter ~~Way~~

~~Glatfelter enhances~~since our founding in 1864. Today, it is reflected in our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We strive to engineer our products with the right balance of performance and sustainability while operating our business in line with our core values. We are proud of our role in contributing to the health, well-being, and everyday ~~life for~~living of millions of people around the world.

As a result of the strategic transformation we have undertaken over the last few years, “the new Glatfelter” consists of three global operating segments – Composite Fibers, Airlaid Materials, and Spunlace – serving high-value, niche nonwovens growth markets. We operate the business using a functional operating model that enables us to work across the enterprise to address areas such as supply chain effectiveness, product innovation, and sustainability. We believe these initiatives are important in our transformation to a less capital-intensive business that consistently meets or exceeds our shareholders’ expectations.

Since 2019, Glatfelter has implemented the following measures to formalize its sustainability program under the ESG (Environmental, Social, Governance) pillars:

•Established an executive leadership role with dedicated responsibility for advancing the Company’s ESG program aligned to its long-term growth strategy.

•Formed a cross-functional ESG Steering Committee (co-led by the Legal and Investor Relations functions), whose primary role includes setting the sustainability/ESG strategy and providing implementation support to Glatfelter’s segments and facilities.

•Created and published a formal Sustainability Policy, which complements our existing Global Health and Safety Policy, Environmental Policy, Quality Statement, Glatfelter Code of Business Conduct, and other corporate governance documents, all of which are available on our website.

•Conducted a materiality assessment process to identify our ESG priorities. Our process included peer and industry research, internal stakeholder interviews, an ESG Steering Committee workshop, analysis of ESG ratings and sustainability standards (most notably the Global Reporting Initiative, Sustainability Accounting Standards Board framework, and U.N. Sustainable Development Goals), and application of best practices. We evaluated topics based on their potential impact on Glatfelter, our ability to impact them, and our stakeholders’ interest in the topics.We settled on seven priorities, which are organized along the Environmental, Social, and Governance pillars (see below).

•Updated the Sustainability section of our website to reflect the formal Glatfelter ESG program.

•Published a Human Rights Policy on our website that expanded on the human rights declarations already existing in our Glatfelter Code of Business Conduct.

•Issued our first ESG Report for 2019-2020 – “Enhancing Everyday Life® . . . Sustainably,” to share Glatfelter’s ESG priorities and progress.

•Expanded our Human Resources programs to include market-competitive offerings aimed at ensuring the programs remain relevant and cost-competitive given the evolving dynamics of the global workforce.

•Determined the NCG Committee of the Board will have ultimate oversight of ESG for the Company, with regular reporting to the full Board.

•As noted earlier, Glatfelter completed the acquisition of Jacob Holm in October 2021. This acquisition contributed to positioning Glatfelter among the leading manufacturers of sustainable nonwovens. Like Glatfelter, Jacob Holm had a track record of commitments to sustainability and environmentally responsible products. Jacob Holm published its first Corporate Sustainability Report in Q2 2021 and conducted its own materiality assessment. Material topics have a significant overlap with those identified by the legacy Glatfelter business.

•The additional scale achieved through acquisition allowed us to create dedicated roles focused on ESG, which enable us to accelerate the execution of our ESG strategy going forward.


2022 PROXY STATEMENT ›			42


SUSTAINABILITY

•We are in the process of integrating the Sustainability strategy of legacy Glatfelter, Mount Holly, and Jacob Holm to align goals, priorities and capabilities at an enterprise level.

Glatfelter’s ESG Steering Committee is responsible for setting the sustainability/ESG strategy for the Company and providing implementation support to the business and individual facilities. The ESG Steering Committee is composed of members from Legal, Investor Relations, Human Resources, Supply Chain, Finance, Marketing/Business Development, Product Innovation, and EHS (Environmental, Health & Safety) to encourage cross-functional insight and expertise. The ESG Steering Committee reports to the CEO and also provides ESG updates to the NCG Committee, which has oversight for ESG, at least bi-annually. The Board also receives an annual update on EHS progress.

Environmental Initiative

Glatfelter is committed to operating as a responsible steward of the environment and creating a more sustainable world ~~through~~for future generations. As stated in our Environmental Policy, our concern for the environment guides everything we do in our business. The Environmental Policy further reflects our commitment to comply with applicable environmental laws and regulations, practice pollution prevention, and improve our environmental performance. Instituted in 1997 as part of the ISO 14001 certification process, our Environmental Policy is the foundation for our Environmental Management Systems and reflects one of our Core Values – Environmental Responsibility.

Glatfelter strives to deliver engineered products ~~we make,~~that perform well, use natural materials responsibly, and contribute to waste reduction in both the ~~manner~~manufacturing process and following their end use. Our environmental pillar is focused in ~~which we conduct~~two areas that impact our business and where we can make a difference for our stakeholders: (1) Environmental Management; and (2) Innovation and Environmentally Responsible Products.

Environmental Management

Glatfelter focuses its environmental management on maintaining compliance with all environmental laws and regulations in the ~~value~~regions where we operate, as well as developing programs and continuous improvement initiatives that address areas such as natural resource management, energy-efficient processes, and waste reduction.

Natural resource management:Natural materials are the most significant feedstock in our manufacturing processes. Glatfelter has achieved Forest Stewardship Council certification at all our manufacturing facilities – maintaining a strong chain of custody to ensure that 100% of the wood fibers we use come from well-managed, sustainable forests. In addition, as the world’s top purchaser of abaca fiber, Glatfelter monitors its farmers and traders to ensure they follow local compliance requirements and Glatfelter’s Supplier Code of Conduct. We also partner with the Rainforest Alliance™ and Sustainable Agricultural Network to ensure abaca farms meet both groups’ standards for environmental, social, and economic sustainability.


2022 PROXY STATEMENT ›			43


SUSTAINABILITY

Water is a significant natural resource input for our Composite Fibers and Spunlace businesses. Water is used within the manufacturing process, for equipment cleaning and in a few cases, for cooling purposes. Apart from the cooling water, all water used in our manufacturing process is recycled at least once. For water that can no longer be used in the manufacturing process, each manufacturing facility has a dedicated wastewater treatment process to remove solids and biodegradable materials to ensure that the final effluent discharged back into the water system meets or exceeds regulatory requirements. We also seek to identify manufacturing efficiency measures that reduce the amount of water required. We regularly discuss water-related risks with public officials and local authorities. Our Airlaid Materials products are manufactured with a dry forming process where water is not a significant natural resource. Overall, our operations used 69.8 m3 of water per tonne of production in 2021.

Energy usage: One of the byproducts of transforming our business into a leading global supplier of engineered materials is that we ~~generate~~have become a less-energy-intensive, lower-emissions company. Nonetheless, in 2021 direct energy spend accounted for ~~all stakeholders. "Sustainability" means striking~~low double-digit percentage of our cost of goods sold, and we seek to drive efficiencies through equipment upgrades and process improvements, where feasible. Five of our European sites comply with formal energy management systems (ISO 50001) to drive energy efficiency. At several of our Composite Fibers facilities, we produce a significant amount of electricity through co-generation, which produces useful heat that can be used in the ~~appropriate balance between~~manufacturing process. In 2021, a total of 70,445 megawatt hours of electricity was produced by co-generation and our operations consumed 1.55 megawatt hours of electricity per tonne of production. Approximately 86% of our consumed electricity came from the grid in 2021. We continue to look for opportunities to drive efficiencies and reduce our use of nonrenewable energy.

Greenhouse gas emissions: We are working to lower our greenhouse gas emissions by reducing our carbon dioxide emissions and increasing our energy efficiency across our operations. In addition to using the co-generation process and complying with ISO 50001, other efforts include driving improvements in efficiency and investing in more efficient equipment and processes, such as variable speed drives on motors, improved heat recovery, installation of LED lighting, and better control processes. Our greenhouse gas emissions in 2021 were 0.61 tonnes per metric tonne of production, which represents approximately the same performance as 2020.

Waste: Consistent with our application of Lean Manufacturing and Six Sigma principles, we view waste as an opportunity to improve efficiency and cost effectiveness, while reducing our environmental ~~responsibilities, financial~~impact. We have had waste reduction and recycling success in all three of our business segments. For example, a significant volume of off-spec material in Composite Fibers is used for lower-grade applications. In Airlaid Materials, we strive for zero waste to landfill by recycling materials and finding buyers who value our byproducts’ high-absorbency performance. In Spunlace, technology-based engineering improvements were implemented to ensure greater precision and significantly reduced manufacturing waste. Overall, we have dedicated resources focused on repurposing our by-products across all three segments. We also have general business waste recycling efforts in place at our corporate headquarters and several of our major locations.

Innovation and Environmentally Responsible Products

We believe our commitment to innovation and environmentally responsible products gives us a competitive advantage in an environment of elevated sustainability awareness. We collaborate and work directly with our customers to help them achieve their sustainability goals and demonstrate their environmental commitments to their customers.

To capitalize on these opportunities, we are focused on two primary areas: (1) Helping our customers and markets appreciate the full sustainability benefits of our existing products, which are mostly plant-based; and (2) Developing new products with enhanced sustainability profiles, such as replacing oil-based plastic ingredients with recycled polymers or plant-based materials. These developments consider a product’s end of life, providing improved recyclability, biodegradability, and compostability.

Environmentally responsible products: Plant-based materials are the most significant raw material input in all our products. In fact, an average of 60% to 80% of our Airlaid Materials and Composite Fibers product content is wood-based cellulose fiber, with many containing 100% plant-based materials. Any remaining materials in our products consist of a combination of binders, coatings, and adhesives – some of which are derived from petroleum products. In our Spunlace segment, plant-based fibers represent the primary input for most products. Our proprietary airlaid-hydroentangled technology allows the production of products that are highly dispersible and are typically ranked as best-in-class solutions in terms of performance and social commitments. Only through continually achieving this balance can we truly be sustainable.

Every day, Glatfelter PEOPLE bring this sustainability mindsetflush-ability and dispersibility in personal care applications. A blend of plant-based and polymer-based fibers characterizes the portfolio directed to ~~the workplace~~industrial and healthcare or institutional customers, where high performance is paramount and the disposal of the products after use happens in a regulated environment. Our proprietary Sontara® process technology ensures the performance of these products for highly engineered applications is unparalleled. Environmental considerations are an ongoing part of product line discussions internally and with customers and suppliers in all our segments.


2022 PROXY STATEMENT ›			44


SUSTAINABILITY

Innovation: Sustainability considerations have consistently been part of every new product development program at Glatfelter. Our research and development (R&D) scientists and product developers are actively and systematically evaluating ideas for products and applications that have a smaller environmental impact. This includes ways to further reduce the use of virgin plastics in our finished goods, including increasing bio-based content in wipes, tabletop, and feminine hygiene products, and studying alternative materials for food and beverage filter media applications. Given that many of our products already have a relatively high percentage of natural content, we believe we have an advantage in developing next-generation solutions that are environmentally sustainable to further differentiate Glatfelter in the marketplace.

Through the acquisition of the Spunlace business, we now have a leading position as a nonwoven supplier of Personal Protective Equipment (PPE) to various critical first responders, from nurses and doctors using spunlace drapes, gowns, and other protective equipment, to fire fighters using fire blocking equipment containing Sontara® high performance nonwovens.

Social Initiative

Social Responsibility is a Glatfelter Core Value, and we have a consistent record of following through on our commitments and supporting communities where we ~~call home. Most~~work and live. We have three areas of focus in the “S” pillar: (1) Occupational Health and Safety; (2) Product Safety and Quality; and (3) Community and Employee Engagement.

Occupational Health and Safety

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs.

Safety first: Glatfelter facilities are striving to be “injury free every day” through implementation of our Global Health & Safety Policy, a focus on regulatory compliance, site-specific safety plans and safety resources/training, and an ongoing risk assessment and safety auditing program. Seven of our fifteen manufacturing facilities and one of our specialty fiber facilities are third-party certified under the Occupational Health and Safety management standard ISO 45001.

Safety performance: We track multiple critical safety metrics, including total case incident rate (TCIR) to encourage and ensure continuous improvement and mitigation of potential safety risks. In recent years, Glatfelter’s TCIR has consistently ranked in the top quartile of safety performance in our industry. For 2021, Glatfelter continued to deliver top quartile safety performance with a TCIR of 0.94. TCIR represents the average number of work-related injuries incurred by 100 full-time employees working 200,000 hours per year (40 hours/week for 50 weeks).A number of our facilities ~~are located~~have multi-year incident free records demonstrating excellent continuing safety performance.

Product Safety and Quality

People around the world rely on Glatfelter’s solutions for their most important daily needs – from their morning cup of coffee or tea to the cleaning wipes used to keep their families healthy. We take pride in ~~small~~our role in Enhancing Everyday Life®.

Compliance: Ensuring a consistent, high level of product safety and quality is critical given our leading positions in several food-grade, personal hygiene, and medical categories. Our regulatory obligations with various products include complying with requirements and guidelines from the U.S. Food and Drug Administration, U.S. Federal Trade Commission, European Union, and ISO 9001 quality standards. We conduct extensive product testing during both the development and commercialization stages, and have an ongoing program to make sure that, first and foremost, our products continue to meet or exceed product safety requirements and quality specifications. For the third consecutive year, the Company had no product recalls due to product safety or quality concerns.

Supply chain:We partner with stable, trusted, high-quality suppliers and contractors who uphold our standards of safety and quality as outlined in Glatfelter’s Supplier Code of Conduct and Glatfelter’s Human Rights Policy, and we encourage them to expect the same of their suppliers and contractors. Our questionnaire for qualifying suppliers looks at a wide variety of factors, including their safety, compliance, and quality.

Community and Employee Engagement

Glatfelter owes its success in large part to the dedication of its employees and support from the communities where we operate. We aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home.


2022 PROXY STATEMENT ›			45


SUSTAINABILITY

Community: Glatfelter has a long history of positively impacting our ~~actions make a lasting impact. As an employer, we understand the~~

integral role we play in these communities because of the taxes we pay, the jobs we create that sustain families, and the philanthropic endeavors we support. We actively encourage our 4,200 employees to be involved in theirlocal communities and groups through philanthropy, volunteer work, and other charitable initiatives. We believe our efforts help to improve the ~~activities important to them.~~

For 153 years we have taken seriously our role as a responsible corporate citizen. The confidence and trust our customers, employees, and communities have placed in us must be consistently earned over time through our performance and commitment to building a better tomorrow.

~~Environmental Responsibility~~

~~Looking at our products’ lifecycles, incorporating recycled content and creating products that conserve resources and improve everyday~~quality of life are some of the ways we protect the environment. Air emission methods, forestry management, water discharge practices and production processes are all thoughtfully examined. Reducing waste and increasing our use of environmentally-friendly raw materials and renewable fibers, as well as renewable biomass fuels, help reduce our environmental footprint.

In 2017 we celebrated the completion of our largest environmental protection endeavor to date: a $113 million upgrade to the boiler systems in Spring Grove, Pennsylvania and Chillicothe, Ohio from coal to natural gas. In the past, the Company used readily available, affordable coal to power manufacturing operations at these two locations.

~~Improvements were also made to air emission control systems. The improvements are expected to reduce sulfur dioxide emissions by 90% and greenhouse gasses by 50 – 60%.~~

Similarly, our airlaid facilities have committed to a zero-waste program, one that has reduced landfill waste by 67% since its inception by reducing, reusing and recycling. Reducing waste production and using waste beneficially allows us to continuously lessen our environmental impact.

~~Conservation and innovation are necessary to sustain the Earth’s natural resources, which is why we are working to create value and develop sustainable, global solutions.~~

~~Economic Sustainability~~

~~Since 1864 Glatfelter has been a secure and profitable investment~~ for the communities in which we ~~operate,~~live and work, and we value the relationships we have built with government entities, community leaders, business partners, and nonprofit and volunteer organizations. We focus our ~~skilled~~support for nonprofit giving in four key areas: Education, Civic, Environment, and ~~dedicated employees,~~Arts and Culture. Our leadership team encourages each business location to identify and support local initiatives in these four areas. After moving our corporate headquarters from York, Pennsylvania, to Charlotte, North Carolina in 2020, we are committed to having a meaningful, sustained impact in the ~~countless suppliers who~~Charlotte metropolitan community, as well as other communities and regions where we operate.

Employees:Glatfelter people are an essential component of our success and ability to drive growth and innovation. Even as our organization has undertaken substantial change in recent years, our culture and our Core Values have remained strong. We are always working to implement and integrate enterprise-level systems for talent attraction, career development, and training. We are a global company embracing different cultures and backgrounds. Our people, including our Management team, are diverse. We rely on usin-country hiring for both salaried and production positions to ~~help keep their small businesses in operation,~~ensure we are aligned with local laws and culture. Additional details of our ~~investors, who provide us the opportunity to grow stronger and return value.~~

We have built a business model around high-value niche markets using speed, flexibility, innovation, solid operational performance and customer intimacy. This model has enabled us to build strong customer relationships and enhance shareholder value. It has also positioned us to reinvest in our business to develop new world-class products.

~~In December 2017 Glatfelter’s new state-of-the-art manufacturing facility in Fort Smith, Arkansas, produced its first airlaid roll, marking a major milestone in becoming the world’s~~

~~largest producer of airlaid material and cementing our position as a leader~~employee engagement initiatives are provided in the ~~personal care market.~~

~~Glatfelter Fort Smith is~~Human Capital Management section.

Governance and Ethics Initiative

The pursuit of our vision to be the ~~Company’s~~ ~~fifth North American manufacturing operation and first U.S.-based operation for AMBU.~~ Locating in Fort Smith puts us in closer proximity to key suppliers and customers, and positions the facility close to highly efficient transportation routes across the southern United States. The new location also allows the Company to tap into the area’s high-quality workforce, from which over 60 new Glatfelter PEOPLE were recruited during the year.

~~With a strong balance sheet and investments in new products, Glatfelter is strategically positioned for continual growth and to become the~~leading global supplier of ~~choice~~engineered materials is supported by strong corporate governance standards, the Glatfelter Code of Business Conduct, and a variety of policies and principles, including a new specific policy demonstrating our commitment to human rights. Our “G” priorities are: (1) Corporate Governance; and (2) Ethics and Integrity.

Corporate Governance: Our commitment to sustainability and responsible corporate practice begins with our Board. As discussed elsewhere in this proxy statement, our directors have a varied and balanced combination of backgrounds and experiences that span a broad range of industries in the ~~markets~~public, private, and not-for-profit sectors. The slate of director nominees has 25% gender diversity and 12.5% racial/ethnic diversity. Four of our eight director nominees have environmental/sustainability skills and experience, and all Board members have skills and experience in corporate governance, compliance, and risk management. In 2020, the Board determined that the NCG Committee should have ultimate oversight of ESG for the Company, although each Board committee has identified ESG responsibilities incorporated into their respective committee charters. The Board received several reports from Management in 2021 on ESG-related matters.

Ethics and Integrity: Glatfelter’s expectation is that our personal and business ethics shall be above reproach. We believe our accomplishments, as well as our prospects, are based not just on what we ~~serve.~~

~~2018~~ ~~PROXY STATEMENT~~ › 21

~~CORPORATE RESPONSIBILITY~~

have done, but how we have done it. The decisions we make and why we make them are key to our continued success as a high-integrity company. The Glatfelter Code of Business Conduct aligns with our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility, and defines appropriate conduct and behaviors for our organization and conducting business. Every quarter, we provide compliance and ethics training for salaried employees, who are required to pass a test with a score of 80% or better to complete the training. We expect, and regularly achieve, 100% participation in the training by the completion deadline.

As we rely more and more upon electronic systems to conduct our business, cyber-security and protection of the Company's information and personal data has grown in importance. To address the human element of data protection, our employees complete information security and compliance training annually. Additionally, employees are subject to intermittent phishing tests throughout the year that can result in supplemental training for those who do not take the appropriate actions.

We have controls in place for our employees and outside partners to report and address critical concerns. Our Integrity Helpline provides a free, anonymous, and confidential way to make a report and is available 24 hours a day, seven days a week in multiple languages to support our global population. Concerns may also be shared directly with our Legal Department or the Audit Committee Chair.

In 2020, we officially adopted and published our Human Rights Policy, which expanded on the human rights language that has been part of the Glatfelter Code of Business Conduct and other employment policies for years. This policy demonstrates our commitment to ensure our business and supply chain adhere to high ethical standards to protect human rights. Our Human Rights Policy covers a range of topics including safety and health, prohibition of child labor, diversity/equal opportunity, and the right to water.

~~From~~


2022 PROXY STATEMENT ›			46


Human Capital Management

Our business is guided by our diverse Board of Directors and Management team comprised of leaders with extensive business and industry experience. Additional information on our leadership team is set forth within our 2021 Form 10-K for the fiscal year ended December 31, 2021 under the caption “Executive Officers.” As of December 31, 2021, we employed approximately 3,250 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our composite fibers, airlaid materials, and spunlace products. Our facilities are a continuous flow manufacturing operation with approximately 61% of our employees represented by local works councils or trade unions in the European Union, the United Kingdom, Canada, and the Philippines.

The daily work of Glatfelter employees is rooted in the Company’s longstanding Code of Business Conduct and Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We understand how important it is to be a good neighbor, employer, and corporate citizen, as we aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home.

Throughout 2021, we took several key actions to ensure ongoing business continuity in response to the continued impacts from the global pandemic and the highly-competitive labor market. Examples include the cultural integration of the acquisitions; retention of key Management; adoption of contemporary work arrangements including hybrid and remote constructs, where feasible; assessment of competitive production labor rates and compensation offerings; expansion of employee well-being programs; and progress with enhancing the Company’s culture of diversity and inclusion.

Employee Health and Safety

The safety, health, and overall well-being of our employees remain a top priority. We have a well-established safety management system ~~to ongoing training efforts~~aimed at sustaining our top-quartile industry safety performance. We regularly adapted our safety, hygiene, and ~~charitable giving programs, Glatfelter encourages a work environment that is safe, promotes healthy living and gives back~~communication protocols throughout our facilities in response to the ~~community.~~

~~Globally, Glatfelter completed 2017 with~~ongoing COVID-19 pandemic. As a ~~total case incident rate (“TCIR”) of 1.27. Half of~~result, all our facilities have ~~safety rankings among the industry’s top 25% or better. With every Injury Free day~~remained open so that ~~passes~~ we ~~get closer to earning world-class safety performance.~~

~~Concern and caring for current and future generations is a critical~~can be part of ~~sustainability. By investing~~the essential workforce supporting global response efforts to the pandemic.

In 2021, we expanded our employee well-being program to include confidential mental health resources accessible to employees and their family members and we deployed management training to create additional awareness of the evolving needs of employees and the role of management for ensuring those needs are met.

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs. Glatfelter facilities are striving to be “injury free every day” through the implementation of our Global Health & Safety Protocol, regulatory compliance, site-specific safety plans, safety resources and training, ongoing risk assessment, and a safety auditing program. We track multiple safety metrics to encourage and ensure continuous improvement and mitigation of potential safety risks.

Talent Attraction, Retention, and Development

Our employees make essential contributions to our success and ability to drive growth and innovation. Even as the organization has undertaken substantial change in recent years, our vision and Core Values remain the center of our steadfast compliant culture. We are always working to enhance our human resources programs by implementing and integrating enterprise-level processes for talent attraction, career development, and training. Creating a best-in-class, globally consistent process for these employee ~~education through~~experiences has become even more important as part of our strategic transformation and highly-competitive labor market. Glatfelter’s Performance Management program is one of the key tools that we use to provide direction, coaching, performance feedback, and encouragement to motivate employees and improve overall individual and Company performance. This is done by linking employee goals, feedback, and rewards to key business objectives. This approach ensures we remain focused on generating value for our customers and shareholders.

Glatfelter supports its team by providing fair and competitive wages, comprehensive benefits, multi-faceted wellness programs, and other programs to enhance the lives of our employees. We regularly review our employee offerings to ensure we are positioned to attract, support, and retain world-class talent. In 2021, we expanded our Human Resources programs to include long-term flexible work arrangements for jobs that are conducive to working a combination of remotely and in the office, and an employee referral program for our U.S.-based ~~tuition reimbursement~~production jobs.


2022 PROXY STATEMENT ›			47


HUMAN CAPITAL MANAGEMENT

Employee Training

Training and ~~European-based~~professional growth are central to developing our workforce and driving long-term success for our organization. Global training encompasses a variety of programs, from apprenticeships and machine-specific skill development, grant-funded partnerships, Lean Six Sigma principles training, leadership development, and compliance training. To ensure we continue to have the necessary resources with the skills needed to support the production of increasingly sophisticated engineered materials, we invest in the development of skills required to operate our machinery, including operational apprenticeship programs ~~Glatfelter~~in many of our global locations.

Diversity and Inclusion

We are a global company that encourages and embraces different cultures and backgrounds. Our employees, including our Management team, are diverse. Our facilities hire locally for leadership positions, as well as salaried and production positions at all levels. We strive to create an inclusive culture and provide opportunities for people of all backgrounds to share their unique viewpoints and contribute to our success. The global nature of our business helps drive our inclusive corporate environment, as we regularly collaborate with colleagues who have different backgrounds, ethnicities, and world views.

We are committed to ensuring our Company is ~~helping~~diverse and an inclusive place to ~~strengthen~~work, while also strengthening the communities ~~in the regions~~ in which we ~~operate~~live. In 2021, we continued to enhance our current compliance training by ~~living~~adding content that reinforces the importance of a diverse, equitable and inclusive culture and we allocated 25% of our ~~Core Values~~annual charitable giving budget to support community partners whose missions address social inequities and ~~providing opportunities to others.~~

The ability to develop highly skilled workers is a key competitive advantage, and one that our leaders in Gernsbach, Germany leverage through a proven apprenticeship program. Apprentices alternate for three years between a vocational education classroom and the Gernsbach facility, receiving real-world experience to become proficient as paper technology engineers, industrial clerks (office workers), electrical technicians, and industrial mechanics, careers that depend on internship-trained workers. A similar apprenticeship program was implemented in 2017 for our United Kingdom manufacturing operations.

Nearly all apprentices complete their on-the-job training and 92% go on to become loyal employees. In fact, more than 40% of Gernsbach’s 650 employees are former apprentices. Gernsbach’s training and apprenticeship programs are just one example of Glatfelter’s dedication to developing a world-class workforce with the technical know-how and commitment to customer service that customers have come to rely on for more than 150 years.

racial injustice.

Supporting Our Communities

Through philanthropy and volunteerism, ~~we impact~~Glatfelter positively impacts many ~~communities—~~communities and ~~many countries—in positive ways, helping~~groups across our footprint. We believe that supporting our communities not only involves financial contributions, but also extends to ~~ensure the sustainability of our business, employees, customers, and fellow world residents. Volunteer services~~

~~embrace many areas of the~~partnering with community ~~including the arts, education, economic development and the environment.~~

In 2017, our Ohio Operations employees continued their successful partnership with the local Tiffin Elementary School. Teams of Glatfelter PEOPLE visited the school on Friday mornings to greet the children as they started their day, providing encouragement and helping with homework. They also helped 5th and 6th graders with their science fair projects, and promoted literacy by providing children’s books printed on Glatfelter paper. Volunteers also cheered on students during the school’s annual field day. For this partnership, we were awarded the Community Partner of the Year award by the Ohio School Board Administration.

Our facility in Gatineau, Quebec, Canada sponsored the building of a new maternity ward in the local hospital. In Ober-Schmitten, Germany, Glatfelter PEOPLE participated in an annual challenge run for charity, while the Falkenhagen, Germany facility cheered on special athletes with disabilities during a yearly sporting event.

Glatfelter PEOPLE from our Pennsylvania Operations taught financial literacy with Junior Achievement in local classrooms, raised money for the local United Way, and joined Corporate team members in providingorganizations, giving time and talent to those who need our help, and supporting causes important to Glatfelter people. We focus our support for nonprofit organizations in four key areas:

1.Education: We encourage the development of knowledge for individuals and application of knowledge for the betterment of society.

2.Civic: We engage in challenges and opportunities that impact the local community, and, where possible, we find opportunities to lead by example.

3.Environment: We support programs that protect and conserve the natural environment, including critical habitats and waterways.

4.Arts and Culture: We recognize the importance of experiences with culture and the arts and help enhance the participation and exposure for local programs.

The Glatfelter leadership team encourages each site to identify and support local initiatives in these four key areas. Employees are encouraged to participate in Glatfelter’s Charitable Giving program and request support for local nonprofit ~~boards.~~

~~Partnering~~organizations that are important to them and reflect the Company’s Core Values and community priorities.

In 2021, Glatfelter recorded donations of approximately $100,150 to 19 organizations in communities where we operate and whose mission is aligned to the four key areas. An additional $42,000 was donated to four non-profit organizations with social justice missions.

Also, Glatfelter is proud to be partnering with Aakar Innovations (“Aakar”) on a joint project to supply repurposed material to be converted into menstrual hygiene products in India by village level entrepreneurs. This ongoing joint project supports raising awareness and increasing access to products for menstrual hygiene management in India and the ~~York, Pennsylvania-based water company~~surrounding regions. The project also supports small micro-enterprises in small towns producing pads and ~~health system, we underwrote a Summer Reading Program~~creating sustainable employment for ~~more than 10,000 local children. Glatfelter PEOPLE also participated~~rural women.

An initial pilot volume completed in December 2021 provided over 150,000 pads to individuals in the ~~annual Leukemia~~coastal village of Adgaon, India. The material has ensured 1,500 local girls and ~~Lymphoma Society’s “Light~~women are period secure for one year. In the ~~Night” event~~planned scale-up phase, the project will aim to increase its impact and ~~showcased their talents~~direct a consistent supply of repurposed material away from landfills and towards reducing period poverty in ~~a singing competition to benefit the arts.~~

this developing region.

In the Philippines, we facilitate an abaca sustainability initiative aimed at improving people’s lives. Since its inception, the program has offered agricultural education, training, and certification coordination for hundreds of local farmers, and it has established and supported a women’s handicraft ~~group, generating income for many families in the area.~~

~~Together, Glatfelter PEOPLE are contributing~~group. Glatfelter’s Philippines team has also donated water, food, and personal hygiene supplies to the ~~betterment of the communities in which we operate~~Marawi Relief Operation and ~~live around the world.~~

Relief Center.

22
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			48

~~Executive C~~
~~ompensation~~

~~Compensation Discussion and Analysis~~


Executive Compensation

Compensation Discussion and Analysis


Highlights	Introduction	23 49
	Say-on-Pay Vote ~~and Shareholder Engagement~~	23 49
	Executive Summary	25 49
What We Pay and Why	Compensation Programs	28 53
	Target Pay Mix	30 55
	Perquisites	35 63
	Post-Employment Compensation	36 63
Policies and Practices	Additional Compensation Policies and Practices	37 64
	Role of the Compensation Committee and Consultant Independence	38 65

~~INTRODUCTION~~


INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the ~~2017~~2021 compensation decisions made by the Compensation Committee and the factors influencing ~~their decisions including feedback received from shareholders throughout 2017.~~ its decisions.

The CD&A focuses on the compensation of the following ~~2017 named executive officers (“NEOs”):~~

2021 NEOs:

•Dante C. Parrini, Chairman of the Board and Chief Executive Officer (“CEO”)

~~John P. Jacunski,~~• ~~Executive~~Samuel L. Hillard, Senior Vice President (“~~EVP”~~SVP”), and Chief Financial Officer (“CFO”)*

•Christopher W. Astley, Senior Vice President (“SVP”), and Chief Commercial Officer

•Wolfgang Laures, Senior Vice President (“SVP”), Integrated Global Supply Chain and Information Technology

•Eileen L. Beck, Vice President (“VP”), Global Human Resources and Administration

•

~~Christopher W. Astley,~~ ~~Senior Vice President (“SVP”) and Business Unit President, Advanced Airlaid Materials (“AMBU”)~~

• ~~Timothy R. Hess,~~ ~~SVP and Business Unit President, Specialty Papers (“SPBU”)~~

~~Martin Rapp,~~ ~~SVP and Business Unit President, Composite Fibers (“CFBU”)~~

*

Mr. Jacunski served as the President for SPBU in addition to his responsibilities as Executive Vice President and CFO until January 5, 2017 when he returned to his role as EVP & CFO to focus on the company’s growth strategy.

SAY-ON-PAY VOTE

~~SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT~~

~~Overview~~

An advisory shareholder vote on the Company’s executive compensation practices (“Say-on-Pay”) was held at the ~~2017~~2021 Annual Meeting of Shareholders, with ~~63.5%~~98% of the shares voting in favor of the Company’s NEO compensation. In determining 2021 compensation, ~~well below Glatfelter’s historical average~~the Compensation Committee considered the outcomes of the Say-on-Pay vote and built upon the actions taken in ~~excess of 90%. In response, we engaged in extensive discussions with shareholders~~2019 and 2020 by continuing to ~~solicit feedback on our~~evaluate the Company’s executive compensation programs to ensure alignment with the Company’s long-term strategy and ~~discuss opportunities for improvement.~~ shareholder expectations. We value our shareholders’ feedback and will continue to review and take into consideration the results of our Say-on-Pay proposals.

EXECUTIVE SUMMARY

2021 Year in Review

The ~~outreach was conducted by the~~Board and Compensation Committee, ~~chair,~~in conjunction with Management, leveraged Glatfelter’s ongoing business transformation and events from 2021 to further align the ~~EVP & CFO~~Company’s Human Resources programs with market-competitive offerings aimed at ensuring the programs remain relevant and cost-competitive given the evolving dynamics of the global workforce. The Compensation Committee discussed actions taken by Management to ensure ongoing business continuity in response to the continued impacts from the global pandemic and the ~~Vice President (“VP”)~~highly-competitive labor market, examples of ~~Human Resources. From April to November members~~which include the cultural integration of the ~~team reached out to firms representing approximately 60%~~acquisitions, retention of ~~our shareholder ownership to discuss specific governance~~key Management, adoption of contemporary work arrangements, including hybrid and remote constructs where feasible, assessment of competitive production labor rates and compensation ~~matters~~offerings, expansion of employee well-being programs, and progress with enhancing the Company’s culture of diversity and inclusion.

The Compensation Committee approved several key changes to the executive compensation program, including:


2022 PROXY STATEMENT ›			49


EXECUTIVE COMPENSATION

•Updating the Company’s peer group for 2021 compensation decisions to include size-appropriate peer companies that share common industry and financial characteristics and compete for executive and employee talent.

•Adjusting certain key design elements to ensure our ~~strategies were in alignment~~short- and long-term incentive programs remain aligned with ~~shareholder expectations. Based on~~ the ~~resulting feedback~~interests of stakeholders and are tied to the Company’s annual operating budget for the short-term incentive plan and to the Company’s strategic plan for the long-term incentive plan. Guided by input from the ~~investor meetings the following themes emerged:~~

~~Perceived misalignment between CEO pay~~compensation consultant and ~~the company’s 3-year total shareholder return;~~

~~Increased 2016 annual incentive payout opportunities compared to 2015 while 2016 financial results were below prior year actuals; and~~

~~A long-term equity plan that does not include~~ a ~~relative total shareholder return (“TSR”) metric.~~

~~The outreach cycle we followed is shown below:~~

~~2018~~ ~~PROXY STATEMENT~~ › 23

~~EXECUTIVE COMPENSATION~~

~~2017 Actions~~

In response to the expected challenging business conditions during 2017 and shareholder feedback at multiple checkpoints, our Compensation Committee approved certain changes for 2017 and 2018 compensation programs.

~~Action – Total Compensation~~

~~Prior to receiving the 2017 Say-on-Pay outcome~~review of market practices, the Compensation Committee made ~~decisions to freeze target compensation for executives due~~changes that were tailored to the ~~challenging business conditions expected during~~achievement of financial and operational goals with an emphasis on generating revenue, managing cash flow, achieving return on capital commensurate with our growth strategy, and meaningful relative total shareholder returns.

◦The use of Adjusted EBITDA in lieu of Operating Net Income for purposes of measuring short-term incentive performance aligns Management to a metric that is more clearly tied to the ~~fiscal year 2017.~~

~~Base salaries for the Named Executive Officers were not increased in 2017 except for Mr. Hess who received a promotional increase for his role as SVP & President of SPBU.~~

~~All short-term and long-term target incentive opportunities in 2017 were frozen and unchanged from 2016 levels except for Mr. Hess whose targets were increased based on his promotion.~~

As additional context, the total compensation from the summary compensation table for Messrs. Parrini, Jacunski and Hess includes legacy pension values that fluctuate year-over-year based partly on actuarial assumptions.

~~Action - Short-term Incentives (Management Incentive Plan)~~

~~The Compensation Committee and the Board exercised downward discretion and reduced the corporate component~~valuation of the ~~NEO’s 2017 payouts by -12% to reflect~~business, eliminates the impact of a volatile corporate tax rate, and reinforces Management’s interests in aligning with the shareholders’ focus on generating revenue.

◦The use of ROCE and relative Total Shareholder Return (“TSR”) for purposes of measuring Management’s long-term incentive performance further reinforces the focus on return of capital and generating total shareholder returns given the Company’s lower year-over-year performance when compared to 2016 and to align executive pay with our 2017 business results, thus reinforcing the Company’s commitment to pay for performance. As a result of the discretionary adjustment, the change in pension value for Mr. Parrini was also negatively impacted, resulting in a reduction of $77,000 in pension value as reported in the summary compensation table.

multi-year growth strategy.

For 2018, the Compensation Committee approved short-term incentive compensation targets based on Company growth and financial improvement from year to year, tied directly to the 2018 operating plan. The rigorous targets took into consideration the expected market conditions from each business unit, including gains in key markets, recently developed new products, the completion of major capital investments in AMBU and SPBU, and cost optimization initiatives in CFBU and SPBU, with an overall focus on adjusting to pressures in specialty paper markets and gains in engineered products.

•	~~The intent of these actions is to keep short-term incentive~~

payments directly tied to key financial metrics which include operating net income and cash flows. The Compensation Committee selected these metrics to focus on profitable growth, cost optimization, and cash generation, which are measures the Management team can directly influence, and to provide a solid foundation for our strategic plans. These metrics received favorable support from shareholders we spoke with in 2017.

~~Action - Long-term Incentives (Equity Plans)~~

For 2017 the Compensation Committee authorized a change to the mix of awards (at target) increasing the weight of performance share awards (“PSAs”) from 50% of total grant value to 60% of total grant value, and replacing stock-only stock appreciation rights (“SOSARs”) with restricted stock units (“RSUs”) using a 40% weighting. The Compensation Committee’s intent with these changes is to strengthen the performance element of the equity plan design by increasing the weighting of the PSAs, and to further align the plan design with market given the overall decline in the use of stock option vehicles against industry peers.

Key business metrics for the PSAs are Return on Capital Employed (“ROCE”) and earnings before interest, taxes, depreciation and amortization (“EBITDA”), which focus on efficient use of resources and longer-term profitability across business units to support shareholder return. These metrics received favorable support from shareholders we spoke with in 2017. In combination the short and long-term metrics were perceived to provide a balanced approach and alignment with the strategic objectives of the Company.

Based on feedback received from shareholders as well as the desire to be consistent with general market practice, the Compensation Committee approved the addition of a three-year relative TSR metric to the 2018 performance share plan. The metric will serve as a modifier to the PSAs, using the S&P SmallCap 600 Index for comparison. The modification to the PSAs would occur if the Company’s 3-year relative TSR is in the bottom or top quartile of the index, with a respective reduction or increase of the shares earned by 25%. An overall maximum payment of 200% of target will be applied regardless of any TSR modifier.

These actions are intended to address shareholder concerns and further align the Company’s compensation philosophy and executive compensation practices, enhancing pay for performance, pay at risk, and shareholder alignment.

24

› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT

›

50

~~EXECUTIVE COMPENSATION~~

~~EXECUTIVE~~ ~~SUMMARY~~

~~Our Business~~

Glatfelter is a global leader in the manufacturing of engineered materials and specialty papers. Headquartered in York, Pennsylvania, we own and operate manufacturing facilities in Arkansas, Pennsylvania, Ohio, Canada, Germany, the United Kingdom, France, and the Philippines as well as sales and distribution offices in Russia and China. Our 13 manufacturing facilities have a combined production capacity of approximately 1.0 million tons of specialty papers, composite fibers and airlaid products used in a wide array of applications. Additional information about our business can be found in our Annual Report posted at ~~http://www.glatfelter.com/about_us/ investor_relations/annual_reports.aspx~~.

~~2017 Business Overview~~

During 2017 we focused on achieving growth in CFBU and AMBU at least commensurate with the market; cost reduction and continuous improvement efforts, including organization workforce efficiency initiatives in both CFBU and SPBU, expanding product margins, and maximizing free cash flows.

Significant attention was directed towards ensuring the investment in our new airlaid facility remained on schedule. In addition, we completed the first phase of a new global business and manufacturing system for AMBU.

~~Significant strategic accomplishments during 2017 include:~~

Generating a 14.7% increase in operating profit in our engineered materials businesses through increased shipping volumes, stronger operations, continuous improvement and cost optimization initiatives, and through new product opportunities in dispersible wipes, electrical component materials and wallcoverings.

Implementing cost optimization programs in CFBU and SPBU consisting of workforce efficiencies, eliminating underutilized assets and reduced discretionary spending. Combined, the actions are delivering meaningful results and are expected to increase annual operating profit by approximately $20 million when fully implemented.

~~Completing major capital spending projects in SPBU to achieve environmental and regulatory compliance in the U.S.~~

~~Substantially completing the $85 million advanced airlaid capacity expansion project which will add 22,000 tons of capacity to serve the growing North American airlaid market.~~

~~On a consolidated basis, key financial metrics include:~~

Adjusted earnings totaled $51.5 million in 2017 compared with $60.7 million in 2016. The lower earnings reflect significant growth of our engineered materials businesses that was more than offset by substantially lower pricing and lower profitability of Specialty Papers;

~~Total revenue declined less than 1% as 5.3% and 4.8% growth in CFBU and AMBU, respectively, nearly offset the significant decline in SPBU;~~

~~Cash flow from operations was $104.3 million in 2017 compared with $116.1 million in 2016; and~~

~~A dividend increase for the fifth consecutive year or 44% cumulative over this period.~~

~~The following provides a summary of 2017 for each of our business units.~~

During 2017 our engineered materials businesses, CFBU and AMBU, performed very well, led by higher shipping volumes and strong operating performance as well as cost optimization and continuous improvement initiatives.

~~COMPOSITE FIBERS~~

~~Composite Fibers’ operating profit increased 15%;~~

~~This business unit returned to growth in 2017 with strong recovery and growth across key product lines;~~

~~Shipping volumes increased by 9.2% compared to 2016;~~

~~Strong operational improvement;~~

~~Cost optimization program in CFBU generating approximately $10 million in annual savings; and~~

~~Record EBITDA margins of 16.7%~~

~~ADVANCED AIRLAID MATERIALS~~

~~Advanced Airlaid operating profit increased 14%;~~

~~Delivered strong profit and margin growth;~~

~~Shipping volumes increased 3.1% compared with 2016;~~

~~Fort Smith initial start-up completed and on track for commercial shipments in early 2018;~~

~~Successful business system implementation in Gatineau, Canada;~~

~~Continuous improvement initiatives drove expanded margins; and~~

~~Record EBITDA margins of 15.5%~~

~~2018~~ ~~PROXY STATEMENT~~ › 25

~~EXECUTIVE COMPENSATION~~

~~SPECIALTY PAPERS~~

•	~~EBITDA declined 31.6% compared to 2016 significantly underperforming expectations;~~
EXECUTIVE COMPENSATION

~~Shipments declined 3.8%;~~

~~Industry operating rates below 90% led to selling prices falling to an eleven-year low;~~

~~Lower selling prices adversely impacted earnings by approximately $20.3 million in comparison of results in 2017 versus 2016; and~~

Implemented cost optimization actions including the shutdown of a paper machine (10% reduction in capacity) and a 15% reduction of the unit’s salaried workforce. The actions are expected to generate $9 million annual benefit.

~~On February 6, 2018, the Company announced its intention to explore a range of potential strategic alternatives for the Specialty Papers business, including a potential sale of the business unit.~~

~~2017~~2021 Compensation Overview

The elements of our executive compensation programs for ~~2017~~2021 included base salary, ~~short-~~short-term incentive cash compensation and long-term ~~incentives, minimal perquisites, and retirement~~incentive equity compensation, and other benefits, as summarized in the following table:


Primary Elements of Compensation
Element	Form	Relation to Performance
Base Salary	Fixed Cash	Reflects each ~~executive’s~~NEO’s performance, responsibilities, skills, and value to the Company
Short-Term Incentive (“STI”)	Annual Cash Bonus ~~(“MIP”)~~ (Management Incentive Plan)	Variable pay motivates and rewards ~~executives~~NEOs for achieving annual financial results
Long-Term Incentives (“LTI”)	Performance Share Awards (“PSAs”)	Variable pay motivates and rewards ~~executives~~NEOs for achieving cumulative business and financial results derived from the Company’s strategic plan; directly aligns Management’s interests with shareholders’ interests
	Restricted Stock Units (“RSUs”)	Promotes retention of key ~~executives~~NEOs that is aligned with ~~company~~Company stock price and supports execution of the Company’s strategic plan
Other Benefits	~~Pension and~~ 401(k) plan, ~~supplemental retirement plans,~~non-qualified deferred compensation plan, health and welfare benefits, severance arrangements, and minimal perquisites	~~Not performance-based; market-competitive~~Market-competitive offerings to attract and retain ~~high caliber~~high-caliber executive talent

26 › ~~P. H. GLATFELTER COMPANY~~

2021 CEO Compensation Highlights

~~EXECUTIVE COMPENSATION~~

Each year, the Board conducts an annual performance evaluation of the CEO’s performance for the prior business cycle. As a result of this annual performance evaluation, Mr. Parrini’s base salary was increased for 2021 consistent with benchmarking and based on his ongoing leadership in transforming the business and successfully delivering the Company’s performance. Mr. Parrini’s short-term incentive plan payout for 2021 was earned at 79.1% of target based on the Company’s attainment of the combined Adjusted EBITDA and Adjusted Free Cash Flow performance goals described on page 56.

~~2017~~While Mr. Parrini’s target annual short-term incentive was not adjusted, his long-term incentive opportunity was increased by 12.9%, placing him just over the 50th percentile of market. The fiscal 2021 long-term incentive award opportunity is comprised of 60% performance PSAs and 40% time-based RSUs. The PSAs will vest based on achievement of pre-determined performance goals tied to Return on Capital Employed (“ROCE”) and a three-year relative TSR absolute metric. The RSUs cliff vest at the end of a three-year period.

As part of the corporate headquarters relocation to Charlotte, North Carolina, Mr. Parrini continued to receive aspects of his relocation benefits, which were carried over from 2020 given the ongoing impacts from the COVID-19 pandemic.

2021 NEO Compensation Overview and Highlights

2021 was an important year of progress for Glatfelter as we continued to align senior leadership to focus on driving growth and sustainable profitability through completing two meaningful acquisitions, amidst a very challenging environment.

The NEOs received the following compensation and benefits, with short- and long-term incentives linked to Company performance:

•Base salaries:

Salary increases ranging between 3%-5% were awarded effective February 1, 2021, consistent with benchmarking and in acknowledgement of the NEO’s role in driving the Company’s business transformation.

o

Salaries were frozen for 2017 for all NEOs with no merit increases received. The exception was for Mr. Hess who received a base salary increase as a result of the promotion for assuming responsibility as SVP & President for SPBU.

•Short-term incentive ~~(“STI”)~~ awards payable under the Management Incentive Plan (“MIP”):

The NEOs’ annual incentives under the MIP were contingent on the achievement of Adjusted EBITDA and Adjusted Free Cash

	o	The NEOs’ annual incentives under the MIP were contingent on the achievement of Operating Net Income (“ONI”) and Free Cash Flow (each as defined under Elements of Compensation; Short-Term Incentives: The Management Incentive Plan section), to encourage the executives to focus on earnings and cash flow generation at the corporate level. The business unit leaders (Messrs. Astley and Rapp) were also incented on the operating profit aligned to the performance of their respective business unit. Mr. Hess was also incented on the EBITDA results for SPBU.
2022 PROXY STATEMENT ›			51

	o	~~Individual STI target payout opportunities were frozen for 2017, except for Mr. Hess as previously noted.~~
EXECUTIVE COMPENSATION

o

The Compensation Committee, and the Board in the case of the CEO, exercised downward discretion to reduce the corporate component of the NEO’s MIP payments by -12% to recognize the decline in 2017 target goals compared to 2016 and ensure alignment with overall business results, thereby further aligning incentive pay with 2017 performance.

o

~~After the -12% adjustment to the corporate component of the MIP:~~

-

Messrs. Parrini and Jacunski earned 57.2% of their individual payout target amounts based on the achievement of ONI and Free Cash Flow results as compared to the financial targets established by the Compensation Committee at the start of the performance period.

~~Mr. Parrini’s~~Flow performance targets to encourage the NEOs to focus on earnings and cash flow generation at the corporate level.

–Individual STI target ~~MIP~~bonus opportunities were unchanged for 2021.

–The combined result for corporate Adjusted EBITDA and Adjusted Free Cash Flow yielded a payout of 79.1% based on the Company’s attainment of the performance targets established by the Compensation Committee at ~~100% was $973,865.~~the start of 2021.

•Long-term Incentives (“LTI”): The ~~amount prior~~Company provided all NEOs with market-competitive equity awards. The long-term incentive program (“LTIP”) is primarily performance-based. Under the annual LTIP grants, 60% of an NEO’s equity value (at target) is awarded in PSAs tied directly to the ~~reduction would~~achievement of ROCE and relative TSR performance goals derived from the Company’s strategic plan. The remaining value (40%) is awarded in time-vested RSUs.

–PSAs have ~~been $633,012, therefore~~a three-year vesting period and provide an opportunity to receive shares of Company common stock contingent upon the ~~-12% adjustment negatively impacted his payout by $75,961.~~

-

Mr. Astley earned 72.9% of his individual payout target amount based on his incentive from the achievement of ONI and Free Cash Flow (60% weight) and the AMBUs’ operating profit component (40% weight).

-

~~Mr. Hess earned 58.4% of his individual payout target amount based on his incentive from the achievement of ONI and Free Cash Flow (60% weight) and the SPBUs’ EBITDA (40% weight).~~

-

Mr. Rapp earned 70.8% of his individual payout target amount based on his incentive from the achievement of ONI and Free Cash Flow (60% weight) and the CFBUs’ operating profit component (40% weight).

~~Long-term incentives (“LTI”):~~

o

~~The Company provided to all NEOs, market-competitive annual equity awards tied to long-term performance measures derived from the Company’s strategic plan.~~

achievement of a two-year performance goal tied to ROCE, weighted 70%, and a three-year TSR metric relative to the S&P Small Cap 600 Index, weighted 30%.

o

~~Individual LTI target payout opportunities were frozen for 2017.~~

o

The long-term incentive program (“LTIP”) is primarily performance-based with 60% of a NEOs equity value derived from PSAs tied directly to the achievement of ROCE and EBITDA, and the remaining value provided in RSUs. The Company discontinued the use of SOSARs in 2017 to strengthen the performance element of the equity plan and further align the plan design with market given the overall decline in the use of stock option vehicles.

-

PSAs comprise 60% of NEOs’ LTI granted in 2017, have a three-year vesting period and provide an opportunity to receive shares of Company common stock contingent upon the achievement of goals tied to ROCE and cumulative EBITDA and excluding unusual items.

- –RSUs ~~comprise~~cliff vest at the ~~remaining 40%~~end of ~~the total grant value (at target)~~a three-year vesting period based on continued service and are designed to promote retention and provide ~~increased incentives~~motivation to increase ~~the~~ share value. ~~RSUs have~~

–For the PSAs granted in 2019, a payout of 50.4% of target was achieved based on the Company’s two-year average ROCE and cumulative EBITDA performance during the period ended December 31, 2020. A three-year relative TSR modifier applies to the PSAs granted in 2019 based on relative TSR performance through December 31, 2021, and the PSAs required service through December 31, 2021 for vesting. The Company’s cumulative TSR for the performance cycle was 98.5% which ranked at the 72.8th percentile. No modification to the earned performance shares was warranted based on the three-year relative TSR outcome. The final payout percentage for the PSAs granted in 2019 was 50.4% of target.

–For the PSAs granted in 2020, a potential payout of 53.6% of target was achieved based on the Company’s two-year average ROCE and cumulative EBITDA performance during the two-year period ended December 31, 2021. The foregoing potential payout is subject to adjustment based on a three-year ~~vesting period.~~

-

In addition to his annual grant, Mr. Hess was provided a one-time grant in January 2017 of 26,716 RSUs in connection with his promotional responsibility as SVP & President for SPBU. Mr. Hess must remain employed for five years to vest in the award as he drives the overall long-term strategy for SPBU.

o

~~The PSAs granted in 2015, which vested at the end of the three-year period on December 31, 2017, resulted in a 54.7% payout based on cumulative EBITDA and average ROCE performance.~~

o

For the PSAs granted in 2016 a payout of 93.4% was earned based on cumulative EBITDA and average ROCE performance for the performance period ending December 31, 2017. Service through December 31, 2018 is required for vesting.

~~Mr. Hess~~relative TSR modifier for the 2020-2022 period and continued service through December 31, 2022 for vesting.

•Retirement Programs:

–The Company maintains a qualified 401(k) plan, which includes a discretionary Company contribution on eligible earnings (base salary and earned annual short-term incentive). The Company contribution for 2021 was 10% of earnings, capped at the required Internal Revenue Code of 1986, as amended (the “Code”) limits, and administered consistent with the Code requirements for allocating excess pension assets received ~~payment~~by the 401(k) plan upon termination of the Company’s Retirement Plan in 2019.

–The Company maintains a ~~one-time cash retention bonus~~non-qualified deferred compensation plan (“NQDCP”) that aligns with contemporary market practice, to replace the Supplemental Executive Retirement Plan (“SERP”) that was frozen effective December 31, 2019. The NQDCP coordinates with the Company’s 401(k) plan and participants will receive a Company contribution of ~~$112,750~~up to 7% on earnings in excess of the annual Code earnings limit. Accrued benefits from the frozen SERP were converted to opening balances under the new NQDCP as of January 1, 2020, which will be credited with a market rate of interest until distribution.

–In Switzerland, a defined contribution plan was ~~established in 2015, during his tenure as Vice President of SPBU Sales~~implemented for all Swiss employees, which provides the mandatory minimum contribution rates based on age, paid 50% by the employer and ~~Marketing, for his critical leadership of SPBU through~~50% by the ~~anticipated challenging business environment.~~

employee.

•Relocation Benefits: In ~~addition to total direct compensation (consisting of base salary, STI and LTI)~~2020, the Company ~~provides retirement benefits to NEOs which are important~~operationalized the corporate headquarters office in Charlotte, North Carolina and commenced the relocation of several senior executives. In preparation for ~~long-term retention. Messrs. Parrini, Jacunski, and Hess participate in legacy pension plans which~~these relocations, the Compensation Committee ~~considers prior commitments based on~~engaged the Company’s third-party relocation administrator to


2022 PROXY STATEMENT ›			52


EXECUTIVE COMPENSATION

review the relocation program and benefit coverage to ensure that the relocation benefits were market competitive.

–In 2021, Mr. Astley and Ms. Beck completed their ~~long service. The legacy pension~~individual relocations. Mr. Parrini’s relocation will continue into 2022, after such relocation plans ~~(qualified and non-qualified) have been closed to new entrants since 2007. Changes~~were delayed as a result of certain supply chain disruptions in the ~~pension value illustrated~~real estate market caused by COVID-19 in the proxy Summary Compensation Table are legacy pension agreements and determined in substantial part by actuarial factors outside the Compensation Committee’s direct control (see footnote 5 of the summary compensation table for additional details regarding change in pension values).

2021.

Additional details regarding the compensation programs are included in the Compensation Programs and Elements of Compensation and followed by the Target Pay Mix sections of the CD&A.


COMPENSATION PROGRAMS

~~2018~~ ~~PROXY STATEMENT~~ › 27

~~EXECUTIVE COMPENSATION~~

~~COMPENSATION PROGRAMS~~

Compensation Program Objectives

The objectives of the Company’s executive compensation programs are to attract, retain, motivate, and reward those executives crucial to the success of the Company and to create long-term shareholder value.

Our programs are organized around three principles:

Pay for Performance

Pay at Risk

Shareholder Alignment

Rewarding achievement of financial outcomes that increase shareholder value

Providing a mix of compensation with strong emphasis on short- and long-term incentives tied to the Company’s financial performance

Requiring executives to own a meaningful personal stake in the Company

Overview

The Compensation Committee believes compensation should reflect the Company’s financial performance and be competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s Core Values ~~(Integrity,~~of Integrity, Financial Discipline, Mutual Respect, Customer Focus, ~~and~~ Environmental Responsibility, and Social ~~Responsibility as described in the “Corporate Responsibility” section of this proxy statement.)~~Responsibility. The Compensation Committee recommends approval of the Company’s compensation philosophy to the Board ~~of Directors~~ and oversees the compensation programs for the NEOs and other executive officers of the Company. All compensation decisions impacting the Chief Executive Officer are approved by the Compensation Committee and require the ratification and approval of the independent members of the Board.

Total compensation for the NEOs and other Company executive officers consists of base salary, ~~short-term~~short- and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s executive compensation programs generally target total compensation at a reasonable range around the size-adjusted 50th percentile of the ~~market and provide flexibility to deviate from the target to support Company growth strategies and evolving talent needs.~~peer group. A significant portion of each NEO’s compensation is tied to the Company’s financial performance. The opportunity to earn incentive compensation, and the level of pay at risk, generally increases commensurate with the NEO’s level of responsibility.

The Compensation Committee reviews the incentive plans annually, as discussed in the Risk Oversight section of this proxy statement, to determine whether they present undue risk to the Company.

Based on this review of the incentive plans and input from the independent compensation consultant, the Compensation Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.


2022 PROXY STATEMENT ›			53


EXECUTIVE COMPENSATION

Determination of Compensation Levels

The Compensation Committee seeks input from certain NEOs, external advisors, and other Company executives when determining compensation decisions. Specifically:


The Compensation Committee retains an independent compensation consultant ~~(“Consultant”~~(the “Consultant”) that regularly meets with the Compensation Committee in executive session to provide advice, information, and analysis on executive compensation and benefits.
The Compensation Committee confers with the Consultant, the CEO, the CFO, and the ~~CFO~~Vice President of Global Human Resources and Administration to design compensation programs and obtain background on the Company’s key financial objectives, metrics, and performance, and design of the Company’s short- and long-term incentive compensation programs.
Compensation decisions pertaining to the CEO are ratified by the independent members of the Board, based on recommendations by the Compensation Committee and guidance from the Consultant.
Compensation decisions pertaining to the NEOs, other than the CEO, are made by the Compensation Committee with consideration of recommendations from the CEO and guidance from the Consultant.
The Company’s legal counsel and Human Resources staff provide legal, governance, and technical input to the Compensation Committee with oversight by the Consultant.

28 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

The Compensation Committee may invite NEOs or other executive officers to attend portions of its meetings; however, the Compensation Committee meets in executive session alone and with and without the Consultant to reach final decisions regarding NEO compensation.

To assist with reviewing NEO compensation, the Compensation Committee considers market benchmark data, pay history, tally sheets, vested and unvested equity holdings, and required share ownership. The Compensation Committee uses this information, in addition to market compensation data, individual NEO and Company performance, and the Company’s succession planning when making compensation decisions for each NEO.

~~In 2017~~

Consistent with the prior year, the Compensation Committee ~~retained~~continued to retain the services of Meridian ~~Compensation Partners, LLC (“Meridian”)~~ as the ~~Consultant.~~ Consultant during 2021.

The role of the Consultant is to assist with:

•providing competitive compensation market ~~data;~~

data

•assessing the competitiveness of the executive compensation ~~programs;~~

programs

•making recommendations regarding program design based on prevailing market practices and business ~~conditions; and~~

conditions

•advising the Compensation Committee on:

^o

~~the level of each NEO’s compensation;~~

^o

~~composition of the compensation peer group;~~

^o

~~incentive plan performance metrics and design;~~

^o

~~external trends and regulatory developments;~~

^o

~~revisions or additions to the Company’s executive compensation policies; and~~

^o

~~Say-on-Pay guidance and input.~~

–the level of each NEO’s compensation

–composition of the compensation peer group

–incentive plan performance metrics and design

–external trends and regulatory developments

–revisions or additions to the Company’s executive compensation policies

–Say-on-Pay guidance and input

Compensation Peer Group and Benchmarking Process

To determine market levels, the Company targets a reasonable range around the size-adjusted 50th percentile of the Company’s peer group companies (“2021 Compensation Peer Group”), and the Compensation Committee reviews target total compensation for similarly situated

executives from ~~peer group companies (“~~the 2021 Compensation Peer ~~Group”)~~Group where data is available, as well as from multiple ~~nationally recognized~~nationally-recognized compensation survey sources including:

•William H. Mercer’s Executive Compensation ~~Database;~~

Database

•Willis Towers Watson’s Executive Compensation ~~Database; and~~

Database

~~Korn Ferry Hay Group’s Executive Compensation Database~~


2022 PROXY STATEMENT ›			54


EXECUTIVE COMPENSATION

A market analysis is performed annually for the CEO and CFO and biennially for the remaining NEOs unless market conditions warrant a market study for additional executive roles for the year. For ~~2017~~2021 compensation decisions, the market review included the total compensation of the CEO and ~~CFO.~~

CFO, and all other NEOs.

The Compensation Committee ~~annually reviews~~reassessed the Company’s ~~Compensation Peer Group to establish a relevant and appropriate~~ peer group ~~size. For 2017 Wausau Paper was removed due~~in preparation for the 2021 compensation cycle and made changes appropriate to ~~their acquisition by SCA.~~the current market. The ~~annual revenues~~new peer group used in 2021 is comprised of size-appropriate peer companies that share common industry and financial characteristics and compete with the Company for executive and employee talent.

The Compensation Committee used the following companies in ~~the 2017~~determining 2021 compensation:


2021 Compensation Peer Group(1)
Aptar Group, Inc.			Neenah, Inc.
Balchem Corporation*			PotlatchDeltic Corporation
Clearwater Paper Corporation			Quaker Chemical Corporation*
GCP Applied Technologies Inc.*			Rayonier Advanced Materials Inc.*
H.B. Fuller Company*			Rayonier Inc.
Innospec Inc.*			Resolute Forest Products, Inc.
Kaiser Aluminum Corporation*			Schweitzer-Mauduit International, Inc.
Lydall, Inc.(1)*			Tredegar Corporation*
Mercer International Inc.*			Verso Corporation*
Myers Industries, Inc.*

* New peer company

(1)Lydall, Inc. was included for purposes of peer group ~~range from $545 million to $5.9 billion with median revenue of $3.6 billion (versus the Company’s 2017 annual revenue of $1.59 billion).~~

~~Although~~benchmarking in 2021 as its acquisition was not yet finalized.

Recognizing that the median annual revenue of the Company’s 2021 Compensation Peer Group is greater than the Company’s ~~2017~~ annual revenue, the Company targets the size-adjusted revenue at the 50th percentile through regression analysis to determine appropriate market levels in setting competitive pay. ~~Benchmarking~~The Compensation Committee believes the methodology of benchmarking pay to regressed peer compensation levels is a ~~widely-accepted~~widely accepted and appropriate methodology.

The Compensation Committee believes the current peer group is appropriate as it consists of companies within a reasonable revenue range compared to Glatfelter in the paper, packaging and forest products industries. In selecting peer companies, the Compensation Committee believes that consistency in the Company’s Compensation Peer Group is appropriate to ensure that it continues to reflect companies within its industry for which the Company competes for talent.

~~The following is a list of companies included in the Compensation Peer Group for 2017:~~



2017 Compensation Peer Group*
~~AEP Industries, Inc.~~	~~Neenah Inc.~~
~~Aptar Group, Inc.~~	~~Packaging Corp. of America~~
~~Avery Dennison Corp.~~	~~Potlatch Corp.~~
~~Bemis Company Inc.~~	~~Rayonier, Inc.~~
~~Clearwater Paper Corp.~~	~~Resolute Forest Products, Inc.~~
~~Domtar Corp.~~	~~Schweitzer-Mauduit International, Inc.~~
~~Graphic Packaging Holding Co.~~	~~Silgan Holdings, Inc.~~
~~Greif, Inc.~~	~~Sonoco Products Co.~~
~~KapStone Paper & Packaging Corp.~~	TARGET PAY MIX

*

~~The peer group for 2018 compensation decisions is expected to remain unchanged except for the removal of AEP due to its acquisition by Berry Global Inc.~~

~~2018~~ ~~PROXY STATEMENT~~ › 29

~~EXECUTIVE COMPENSATION~~

~~TARGET PAY MIX~~

Annually, the Compensation Committee reviews the mix of base salary, STI, and LTI, ~~(total~~which comprises total target direct ~~compensation)~~compensation for each NEO, to ensure that an appropriate level of the ~~executives’~~NEO’s recurring target compensation is tied to Company performance. The Compensation Committee believes this approach is appropriate to provide year-over-year consistency in analyzing the pay mix when compared to the peer group.

The targeted pay mix of compensation varies for each NEO with an average of ~~65%~~58% of target pay considered ~~at risk.~~at-risk for the NEOs (excluding the CEO). This average does not include ~~pension~~one-time equity grants, retirement benefits, or other benefits. Mr. Parrini has the greatest level of STI and LTI opportunity, with ~~72%~~74% of his total target direct compensation considered ~~at risk.~~at-risk and variable. The Compensation Committee believes this level is appropriate for Mr. Parrini given his responsibility as CEO to deliver and sustain shareholder value.

~~CEO Compensation Mix~~	~~All Other NEO Average Compensation Mix~~
2022 PROXY STATEMENT ›			55


			EXECUTIVE COMPENSATION


Fixed 26% / At-Risk and Variable 74%									Fixed 42% / At-Risk and Variable 58%

Base Salary

The Compensation Committee believes base salary, which contributes to the Company’s compensation objectives of attracting and retaining talented executives, is an important element of compensation. The base salaries of the NEOs are reviewed and approved annually by the Compensation Committee and, in the case of the CEO, ratified by the independent members of the Board. The Compensation Committee considers several factors, without any assigned relative weightings, when determining base salary increases for NEOs:

~~salary~~

•Salary recommendations from the CEO for the NEOs other than ~~himself;~~

himself

•Company and individual NEO ~~performance;~~

performance

~~the~~•The accountability and complexity of the NEO’s role in attaining Company ~~objectives;~~

objectives

~~the~~

•The external competitiveness of the NEO’s ~~compensation;~~

compensation

~~company executive~~•Executive succession ~~planning; and~~

planning

~~internal~~•Internal equity and retention ~~considerations.~~

considerations

~~There~~In 2021, salary increases were ~~no increases in NEO base salaries for 2017,~~awarded effective February 1, 2021, and were consistent with ~~the exception of Mr. Hess, as previously noted.~~benchmarking. The Compensation Committee ~~did not increase base salaries due~~believes that the 2021 salary increases were appropriate when compared to market, and in light of the ~~expected market headwinds~~NEOs’ roles and the value they provide in driving the overall business transformation. A key input into the Compensation Committee’s pay decisions for 2021 was the need for ongoing continuity of the existing Management team given the Company’s anticipated growth and recent acquisitions.


NEO Base Salaries (Annualized)
NEO	2020 Base Salary (effective February 1, 2020)		2021 Base Salary (effective February 1, 2021)		% change
Parrini	$	1,018,176	$	1,050,000	3.1%
Hillard	$	401,250	$	421,313	5.0%
Astley	$	438,780	$	454,137	3.5%
Laures(1)	$	460,807	$	474,631	3.0%
Beck	$	315,180	$	324,635	3.0%

(1)Mr. Laures’s salary was paid in CHF’s and converted to ~~support alignment with expected business conditions.~~

USD using an exchange rate of 1.0942 $/CHF.

NEO Base Salaries (Annualized)

NEO
Prior Base Salary
(effective
February 1, 2016)

New Base Salary
(effective
February 1, 2017)

%
change

Parrini
$
973,865

$
973,865

0%

Jacunski
$
529,024

$
529,024

0%

Astley
$
368,051

$
368,051

0%

Hess⁽¹⁾
$
287,513

$
375,000

30%

Rapp⁽²⁾
€
346,495

€
346,495

0%

~~(1)~~

~~Mr. Hess assumed the role of SVP & Business Unit President, SPBU effective January 6, 2017.~~

~~(2)~~

~~Mr. Rapp’s salary is paid in Euros; average 2017 exchange rate was 1.1290$/Euro.~~

30 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

Short-Term Incentives: The Management Incentive Plan

The Company provides an annual STI bonus opportunity to the NEOs under the Company’s MIP. The Compensation Committee approves a target bonus for each NEO expressed as a percentage of the NEO’s base salary. The Compensation Committee establishes target bonuses for the NEOs at the 50th percentile of the ~~market.~~Company’ compensation peer group. There were no changes to NEO target bonuses for ~~2017 with the exception of Mr. Hess, whose target was increased based on his promotion to SVP and Business Unit President.~~

~~2017~~2021.


2022 PROXY STATEMENT ›			56


EXECUTIVE COMPENSATION

2021 NEO target bonus opportunities were as follows:

~~NEO MIP Target Bonus~~
~~NEO~~	~~2017 Target Bonus~~ ~~(as a percentage of 2017Base Salary)~~
~~Parrini~~	~~100%~~
~~Jacunski~~	~~65%~~
~~Astley~~	~~55%~~
~~Hess~~	~~55%~~
~~Rapp~~	~~55%~~


NEO MIP Target Bonus
NEO	2020 Target Bonus (as a percentage of 2020 Base Salary)	2021 Target Bonus (as a percentage of 2021 Base Salary)
Parrini	100%	100%
Hillard	60%	60%
Astley	55%	55%
Laures	55%	55%
Beck	50%	50%

In February of each year, the Compensation Committee, in consultation with the Audit Committee Chair, determines the degree to which the pre-established MIP performance metrics have been ~~met.~~met with respect to the prior fiscal year. The Compensation Committee then decides whether, and if so, at what percentage level, to award bonuses to the ~~NEOs, and at what level.~~NEOs. The amount ultimately earned by the NEOs ~~and other eligible executives~~ depends on the achievement of performance ~~metrics. The~~metrics; provided however, the Compensation Committee may in its discretion adjust downward any bonus ~~earned by any~~of an NEO ~~or other executive.~~based on its judgment of management’s achievement of the financial outcomes. Any downward adjustment to the CEO’s bonus requires ratification and approval by the independent members of the Board.

For ~~2017~~2021, the Compensation Committee adopted aan MIP design ~~generally consistent~~that was weighted consistently with the design used in ~~2016 where~~2020 with a floor of 80% achievement of target performance which pays 50% of the target award and a ceiling of 140% achievement, which pays 200% of the target ~~(except~~

award. Performance below threshold levels results in a zero payout.

~~that SPBU EBITDA has~~Based on input from the Consultant and a ~~threshold at 75%~~review of market practices, the Compensation Committee changed the performance ~~paying~~metrics utilized for the MIP in 2021.

Previously, the MIP performance metrics were Operating Net Income (“ONI”) (weighted 80%) and Adjusted Free Cash Flow (weighted 20%)~~, incorporating~~. To ensure the alignment of the interests of stakeholders and tie the Company’s annual operating budget for the short-term incentive plan, the Compensation Committee adopted the following ~~two~~ metrics for ~~all NEOs:~~

•

~~ONI –~~the 2021 MIP:

•Adjusted EBITDA (weighted 80%) - Adjusted EBITDA is defined as net income determined in accordance with accounting principles generally accepted in the United States (“US GAAP”), adjusted to exclude after-tax pension expense, the cost of strategic initiatives, impact of the Tax Cuts and Jobs Act (2017 US tax reform), and certain other items as specified by the Compensation Committee.

•

Free Cash Flow – defined as cash flows from operations determined in accordance with US GAAP less capital expenditures (adjusted to exclude spending related to strategic initiatives), and certain other adjustments as specified by the Compensation Committee.

~~The short-term incentives for~~ the Company’s ~~Business Unit leaders (Messrs. Astley, Hess~~revenues minus its costs, after excluding from such costs interest expense, taxes, depreciation, and ~~Rapp) were measured on operating profit or EBITDA for their respective business unit in addition~~amortization subject to ~~the Company’s ONI and Free Cash Flow. Operating profit is determined in accordance with US GAAP and excludes pension expense and certain non-recurring items~~adjustment as determined by the Compensation ~~Committee. As noted above~~Committee.

•Adjusted Free Cash Flow (weighted 20%) - Adjusted Free Cash Flow is defined as cash flows from operations determined in accordance with accounting principles generally accepted in the ~~SPBU EBITDA threshold payout was established at 20% for 75% achievement due~~United States (“U.S. GAAP”) less capital expenditures, adjusted to exclude spending related to strategic initiatives and certain other items as specified by the challenging market factors in 2017. The maximum opportunity is consistent with the rest of the MIP metrics with 140% achievement paying 200%. Performance below the threshold levels will not earn a payout, as determined by each metric and associated weighting.

Compensation Committee.


2022 PROXY STATEMENT ›			57


EXECUTIVE COMPENSATION

These metrics are intended to focus NEOs and other key ~~executives~~executive officers on generating earnings and effectively managing cash flow. ~~The Compensation Committee supported continuing to use these metrics in 2017 to reinforce the Company’s operational and strategic objectives.~~

In ~~2017~~2021, the performance metrics were weighted as follows for ~~the~~all NEOs:


~~Corporate Positions~~	~~Business Unit Positions~~

~~2018~~ ~~PROXY STATEMENT~~ › 31

~~EXECUTIVE COMPENSATION~~

The targeted performance levels of ~~ONI,~~Adjusted EBITDA and Adjusted Free Cash Flow ~~and business unit operating profit or EBITDA~~ were derived from the Company’s ~~2017~~2021 budgeted levels ~~that were~~as approved by the Board. ~~The development of~~Developing the budget ~~takes into account~~involves a variety of factors and assumptions, including the Company’s strategic planning process and an assessment of the ~~expected~~future business environment. The Compensation Committee incorporates a requirement that the Company achieve minimum performance, or the threshold, for each metric separately before any bonus may be earned ~~(“Threshold”)~~ on the respective portions of the overall award.

The Compensation Committee set a rigorous 2021 MIP goal for Adjusted EBITDA with the target above the prior year’s actual results to emphasize the importance of year-over-year earnings growth. The 2021 financial target for Free Cash Flow was lower than the actual achievement in 2020 driven by budgeted capital expenditures for strategic projects and systems integrations; and estimated cash taxes driven by higher 2021 budgeted earnings including increased earnings expected in high tax jurisdictions. In setting performance goals for ~~2017~~2021, the Compensation Committee considered, among other factors, expectations of projected growth in ~~many~~certain markets with a focus on ~~markets across~~ engineered ~~products. The~~materials and the overall future business environment.

Throughout the year, the Compensation Committee ~~considered expected major capital projects to be completed by the end of 2017, with ongoing long-term investments in AMBU. The Compensation Committee considered~~assessed the impact of ~~key organizational changes, such as~~ the ~~promotion of Mr. Hess~~ongoing COVID-19 pandemic and its impact to ~~lead SPBU. In addition,~~ the ~~Compensation Committee considered~~business. All financial performance targets were established at the increasingly challenging business environment due to secular declines in demand, increasing competition, and excess capacity in many key markets. Furthermore, the Compensation Committee set the MIP goals in considerationstart of the ~~risk that adverse~~year and maintained. No adjustments were made to lower the performance targets on account of the impacts from the global ~~economic conditions could impact our target markets resulting in decreased demand for our products.~~

pandemic.

~~Fiscal Year 2017 Annual Bonus - Use of Downward Discretion~~

Throughout 2017 the Compensation Committee considered the potential to exercise its judgment and use downward discretion to modify short-term incentive payments if appropriate based on Company results. The year concluded with growth in AMBU and in CFBU but lower than expected results in SPBU, with earnings below Management’s expectations due to severe pricing pressures and difficult operational conditions.

The Compensation Committee and the Board determined that it was appropriate to exercise downward discretion to reduce the corporate component of final MIP awards for NEOs from 65% to 57.2%, or -12%, to reflect the Company’s lower year-over-year performance when compared to 2016 and to align executive pay with annual business results, thus reinforcing the Company’s commitment to pay for performance. The approach applies a commensurate reduction to the payout based on the reduction in 2017 target performance compared to 2016 actual results as illustrated below:

MIP Metric

2016 Actual
(in millions)
2017 Target
(in millions)

Variance
(in millions)
ONI
$65.3
$58.3
-$7 or -11%
Cash Flow
$70.3
$59.5
-$10.8 or -15%
Weighted Average Adjustment:
-12%

The following table outlines the approved threshold, target, and maximum payment opportunities and financial goals for the NEOs under the ~~2017~~2021 MIP, as well as the weighted payout results based on the performance metric ~~weights~~weights.


NEO MIP Performance Metrics and Payout Levels
	Plan Goals							2021 Results
	Below Threshold (0% Payout)	Threshold (50% Payout)		Target (100% Payout)		Maximum (200% Payout)		Actual		Achievement Factor	Weighted MIP Payout %
Achievement against Financial Goals	< 80%	80%		100%		140%
Performance metric (millions)
Adjusted EBITDA (1)	< $104.8	$	104.8	$	131.0	$	183.4	$	114.6	68.7%	79.1%
Adjusted Free Cash Flow (1)	< $52.0	$	52.0	$	65.0	$	91.0	$	70.3	120.3%

(1)NEO metric weighting: 80% Adjusted EBITDA and ~~downward adjustments of 12% on the corporate components made by the Compensation Committee and the Board.~~

NEO MIP Performance Metrics and Payout Levels

Plan Goals

2017 Results

Below Threshold (0% Payout)
Threshold
(50%
Payout) ⁽³⁾

Target
(100%
Payout)

Maximum
(200%
Payout)

Actual

Achievement
Factor

Weighted
MIP
Payout %

Adjusted
Payout %

Achievement against Financial Goals

< 80%

80%

100%

140%

--

--

--

--

Performance metric (millions)

Operating Net Income⁽¹⁾

< $ 46.6
$
46.6

$
58.3

$
81.6

$
50.4

66.0
%

65.0

%

57.2

%

Free Cash Flow⁽¹⁾

< $ 47.6
$
47.6

$
59.5

$
83.3

$
50.3

61.3
%
Advanced Airlaid Materials Business Unit
Operating Profit⁽²⁾
< $ 23.7
$
23.7

$
29.6

$
41.4

$
29.2

96.5
%

77.6
%

72.9
%
Specialty Papers Business Unit EBITDA⁽²⁾

< $ 41.3
$
41.3

$
55.0

$
77.0

$
46.3

60.2
%

63.1
%

58.4
%
Composite Fibers Business Unit
Operating Profit⁽²⁾
< $ 49.2
$
49.2

$
61.5

$
86.1

$
59.3

91.2
%

75.5
%

70.8
%
20% Adjusted Free Cash Flow.

~~(1)~~

~~Corporate NEO metric weighting: 80% ONI and 20% Free Cash Flow~~

~~(2)~~	~~Business unit NEO metric weighting: 48% ONI, 12% Free Cash Flow, 40% Business Unit Operating Profit or EBITDA~~
2022 PROXY STATEMENT ›			58

~~(3)~~	~~SPBU threshold is at 20% for 75% achievement due to the challenging market factors in 2017.~~
EXECUTIVE COMPENSATION

32 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

The ~~resulting~~2021 MIP ~~payments~~payouts earned for our NEOs ~~based on the financial results above~~are shown below:


NEO MIP Payments
NEO	2021 Target Bonus (as a percentage of 2021 Base Salary)	Eligible Salary		2021 MIP Target Bonus		2021 MIP Payout Percent	2021 MIP Payout
Parrini	100%	$	1,050,000	$	1,050,000	79.1%	$	830,550
Hillard	60%	$	421,313	$	252,788	79.1%	$	199,956
Astley	55%	$	454,137	$	249,775	79.1%	$	197,573
Laures(1)	55%	$	474,631	$	261,048	79.1%	$	206,490
Beck	50%	$	324,635	$	162,318	79.1%	$	128,394

(1)Mr. Laures’s bonus is paid in CHF and ~~downward adjustments made by the Compensation Committee (and the Board~~converted to USD using a foreign exchange rate of 1.0942 $/CHF. Payment in ~~the case of the CEO) were as follows:~~local currency was 188,713 CHF.

NEO MIP Payments

NEO
2017 Target Bonus
(as a percentage
of 2017 Base Salary)

Eligible
Salary

2017 MIP
Target
Bonus

2017 MIP Payout Percent - without reduction

2017 MIP Payout - without reduction

Reduced 2017 MIP Payout Percent

Reduced 2017 MIP
Payment

Parrini
100%

$
973,865

$
973,865

65.0%

$
633,012

57.2%

$
557,051

Jacunski
  65%

$
530,842

$
345,047

65.0%

$
224,281

57.2%

$
197,367

Astley
  55%

$
368,051

$
202,428

77.6%

$
157,084

72.9%

$
147,570

Hess
  55%

$
375,000

$
206,250

63.1%

$
130,103

58.4%

$
120,450

Rapp¹
  55%

€
346,495

€
190,572

75.5%

€
143,882

70.8%

€
134,925

~~(1)~~

~~Mr. Rapp’s salary is paid in Euros; performance period year-end exchange rate for comparison purposes only to USD: 1.1993 $/Euro.~~

Long-Term Incentives: ~~The Long-Term Incentive Plan~~

The Compensation Committee believes long-term compensation provides strong incentives for executives to deliver and sustain long-term financial performance to ~~its~~the Company’s shareholders. Annually, the Compensation Committee determines the target opportunity of ~~long-term~~LTI compensation to be granted to executives by targeting the size-adjusted 50th percentile of the market, but reserves ~~flexibility~~discretion to deviate from the target.

~~The~~

Based on input from the Consultant and a review of market practices, the Compensation Committee revised the design of the Company’s ~~2017~~2021 LTIP ~~design consists~~to ensure alignment of the interests of stakeholders and tie the Company’s annual operating budget for three-year strategic plan. Specifically, the Compensation Committee changed the performance metrics for the performance-based PSAs. Accordingly, the 2021 LTIP consisted of:

•Performance-based PSAs, which vest over three years ~~with~~based upon the achievement of a two-year performance ~~period,~~goal tied to ROCE, weighted 70%, and ~~time-based~~a three-year TSR metric relative to the S&P Small Cap 600 Index, weighted 30%; and

•Time-based RSUs, which cliff vest ~~over~~

after three years based on continued service.

PSAs comprise the majority of the total annual target grant date value at 60% of ~~the award~~such value, ~~(versus 50% in 2016)~~ and the remaining 40% ~~as RSUs. The Compensation Committee increased the weight of PSAs from 50% to 60% in 2017 to enhance the performance element~~ of the ~~equity plan design, with PSAs tied directly to the achievement of ROCE and EBITDA results, and the remaining~~LTIP award value ~~tied to~~is granted as RSUs.


2022 PROXY STATEMENT ›			59


EXECUTIVE COMPENSATION

The ~~Company discontinued the use of SOSARs to further align the plan design to market and the overall decline in the use of stock option vehicles.~~

~~The 2017~~2021 LTIP design is summarized below:


~~2017~~2021 LTIP
Equity Vehicle (Weight)	Compensation Opportunity	Financial Performance Metrics	Objective
PSAs (60%)	- –Ability to earn shares of Company common stock upon the attainment of a pre-established two-year performance ~~goals~~goal based on ROCE (January 1, ~~2017~~2021 through December 31, ~~2018); one additional year~~2022) and a three-year relative TSR performance goal (January 1, 2021 through December 31, 2023). –Vesting occurs at the end of ~~service required for a total of three years for vesting.~~ - the three-year period, subject to continued employment. –Threshold performance level: 60% achievement results in a 20% of ~~a NEOs~~ target ~~opportunity for 60% achievement.~~ - payout. –Maximum performance level: 140% achievement results in a 200% of ~~a NEOs~~ target ~~opportunity for 140% achievement.~~ payout.	- –Weighted ~~60%~~70% on average ROCE – two-year ~~average~~ - average. –Weighted ~~40%~~30% on ~~cumulative adjusted EBITDA (excluding unusual items) over two years.~~ the three-year relative TSR metric (S&P Small Cap 600 Index).	- –Align ~~executives’~~NEOs’ and shareholders’ interests to drive stock price appreciation. - –Drive long-term earnings growth and effective utilization of capital.
RSUs (40%)	- –Ability to earn shares of Company common stock based on continued employment over a three-year period. –Cliff vest at the end of the three-year period, subject to continued service.	- –Value increases as the Company stock price increases.	- –Promote retention of ~~key executives~~NEOs to support execution of the Company’s strategic plan.

~~2018~~

~~PROXY STATEMENT~~
› 33

~~EXECUTIVE COMPENSATION~~

~~EBITDA is a commonly used measure of the cash earnings generated.~~ ROCE measures how effectively capital is being employed and the return from capital management decisions. ROCE, in general terms, is calculated as adjusted earnings divided by ~~an adjusted~~a capital base. TSR is a measure of financial performance, indicating the total amount a shareholder reaps from an investment. These metrics are appropriate due to the focus on efficient use of resources and longer-term profitability across the business, ~~units.~~

as well as aligning the interests of shareholders with those of the NEOs and rewarding for out-performance compared to peers.

PSAs have a two-year ROCE performance period and a ~~three year vesting period, so that a NEO must continue in employment for one year after~~three-year relative TSR performance period.The three-year relative TSR metric is measured against the S&P Small Cap 600 Index at the end of the performance period to receive payment of the award. Note, in 2018 the Company has added a three-year cumulative total shareholder return financial goal as part of the PSA design as noted under 2018 LTI Design on the next page. vesting period.

The Compensation Committee believes that a two-year ROCE performance period is appropriate for PSAs at this time, in order to give more accurate visibility to goal setting. In ~~determining to establish~~setting a two-year ROCE performance measurement period for PSAs granted in ~~2017~~2021, the Compensation Committee considered (1) the need to provide line-of-sight to incent ~~executives~~the NEOs to achieve capital productivity and earnings goals over the ~~longer-term~~longer-term; and (2) the inability to forecast ROCE performance goals beyond the two-year period due to ~~cyclical downturn in~~the nature of our ~~business and adverse global economic conditions.~~business. The Compensation Committee decided to set ~~two-~~

~~year~~a two-year ROCE performance ~~goals, with one additional year of time-based vesting (assuming achievement of the performance goals),~~goal and a three-year relative TSR metric, in order to promote sustained performance focus and encourage long-term ~~retention and align with a three-year vesting period.~~

retention.


2022 PROXY STATEMENT ›			60


EXECUTIVE COMPENSATION

Given ~~their~~its relationship to our annual operating plan and business strategy, the pre-established ROCE goal and ~~EBITDA goals and their~~its specific target ~~levels~~level for the ~~2017-2018~~2021-2022 performance period are confidential and commercially-sensitive information that we do not publicly disclose until after the performance period is completed. We believe that such information would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies and could cause us substantial competitive harm. The ~~Compensation Committee set 2017-2018 ROCE and EBITDA targets for~~relative TSR metric is measured against the ~~PSAs at a level that it believed would be challenging but possible for the Company to achieve.~~

~~The RSUs cliff-vest~~S&P Small Cap 600 Index at the end of athe three-year ~~period,~~performance period.

RSUs vest over three years, based on continued service. The Compensation Committee determined that three-year vesting is appropriate for RSUs because it aligns with the Company’s strategic planning cycle and supports retention.

The PSAs and RSUs granted to the NEOs during ~~2017~~2021 were based on the NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market benchmarks for each position. The Compensation Committee determined to increase Mr. Parrini’s long-term incentive award for 2021 to align his award size to market, which was approximately 18% below market prior to the increase, and to further increase the percent of pay subject to performance.

The following table provides a summary of the RSU and PSA (at target) awards granted in ~~2017:~~

2021. No SOSARs were granted in 2021.


2021 LTI Grants (1)
			PSAs
NEO	Total Shares (2)	Time Based RSU's	Minimum Shares (0% payout below threshold)	Performance Share Target (100% payout)	Maximum Shares (200% payout at Maximum)
Parrini	111,843	47,103	—	64,740	129,480
Hillard	26,629	11,215	—	15,414	30,828
Astley	25,446	10,717	—	14,729	29,458
Laures	18,491	7,788	—	10,703	21,406
Beck	13,906	5,857	—	8,049	16,098

(1)Additional details regarding the NEOs’ 2021 LTI grants can be found in the Grants of Plan-Based Awards table on page 70.

(2)Total shares reflect the time-based RSUs and PSAs assuming target performance.

Vesting of Previous Performance Share Grants

Previously, the PSAs vested based on two-year performance goals tied to ROCE (weighted 60%) and EBITDA (weighted 40%), and were subject to a cumulative three-year relative TSR modifier. The relative TSR modifier applied a positive or negative 25% modifier if the Company’s TSR was in the first or fourth quartile, respectively, and the overall maximum payout was capped at 200%.

2017 LTI Grants⁽¹⁾

Performance Shares

NEO
Time-Vested RSUs

Minimum Shares
(0% payout
below threshold)

Performance
Share Target
(100% payout)

Maximum Shares
(200% payout at
Maximum)

Parrini

27,190

0

40,786

81,572

Jacunski

9,991

0

14,987

29,974

Astley

6,082

0

9,123

18,246

Hess⁽²⁾

31,929

0

7,819

15,638

Rapp

4,648

0

6,972

13,944

~~(1)~~	~~Additional details regarding the NEOs’ 2017 LTI grants can be found in the Grants of Plan-Based Awards table.~~
2022 PROXY STATEMENT ›			61


EXECUTIVE COMPENSATION

~~(2)~~

~~As part of his promotion Mr. Hess received 26,716 RSUs, which vest over five years, in addition to his annual grant of 5,213 RSUs.~~

~~Mr. Hess’s Retention Grant~~

In addition to his annual grant, Mr. Hess received a one-time retention grant of 26,716 RSUs in connection with his promotion as SPBU President. The Board believes Mr. Hess is essential to executing the Company’s strategic plan and addressing challenges with the SPBU business. Mr. Hess must remain employed for five years to vest in the award. If Mr. Hess is involuntarily terminated prior to five years, for reasons other than performance, he will vest in the grant.

~~Vesting of Performance Share Grants~~

The chart below illustrates the overlapping performance cycles for ~~PSA grants:~~

PSAs. Payouts for the 2020 grants may be adjusted based on the three-year relative TSR modifier: +25% for top quartile performance or -25% for fourth quartile performance:

PSA Grant Cycle
Performance Period Duration
Grant Year
2015
2016
2017
2018
2019
2015

2016

Additional year vesting tail

2017

Additional year vesting tail

34 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

PSAs that were granted in ~~2015~~2019 vested on December 31, ~~2017~~2021, following the conclusion of a two-year performance period (ending December 31, 2020), subject to adjustment based on a three-year cumulative relative TSR modifier for the 2019-2021 period and a three-year vesting requirement. Glatfelter was ranked in the 73rd percentile of S&P 600 Small Cap companies for shareholder returns; this achievement did not result in an adjustment to the earned performance ~~period.~~ shares.

The following table illustrates the pre-determined performance goals, as well as the final results and payout level based on actual performance delivered during the performance period:

2015 Performance Share Performance Goals

2019 Performance Goals			2019 Performance Goals
	Cumulative Adjusted EBITDA (millions) Weighted 40%	ROCE –(three year average) Weighted 60%		ROCE - Weighted 60% (2-year average)	Adjusted EBITDA - Weighted 40% (2-year cumulative) (millions)
Maximum	$889.0	11.2%	Maximum	8.3%	$371.3
Target	635.0	8.0	Target	5.9%	$265.2
Threshold	381.0	4.8	Threshold	3.5%	$159.1
Actual	480.1	7.1	Actual	4.9%	$226.3
Percent Achievement	35.6%	67.5%	Percent Achievement	28.0%	22.4%
Payout Percent	54.7%
Financial Performance			Financial Performance	50.4%
3 year relative TSR Modifier result (1)			3 year relative TSR Modifier result (1)	No Adjustment
Final Payout			Final Payout	50.4%

(1)Final payout did not result in an adjustment from 3-year relative TSR modifier.


2022 PROXY STATEMENT ›			62


EXECUTIVE COMPENSATION

The resulting payouts from the ~~2015-2017~~2019-2021 PSA cycle reflecting performance against the goals are shown below.

NEO Performance Share Earned from 2015 Grant

NEO
Target Performance Shares

Payout (as a % of Target)

Actual Shares Awarded ⁽¹⁾

Parrini

25,242

54.7%

13,807

Jacunski

9,569

54.7%

5,234

Astley

5,540

54.7%

3,030

Hess

3,146

54.7%

1,720

Rapp

4,570

54.7%

2,499


NEO Performance Shares Earned from 2019 Grant
NEO	Target Performance Shares	Payout (as a % of Target)	TSR Modifier	Actual Shares Awarded (1)
Parrini	71,292	50.4%	No Adjustment	39,733
Hillard	12,988	50.4%	No Adjustment	7,238
Astley	16,395	50.4%	No Adjustment	9,137
Laures(2)	-	-	-	-
Beck	10,007	50.4%	No Adjustment	5,577

~~(1)~~

~~Actual shares earned include dividends accrued during the performance period.~~

(1)Actual shares earned include dividends accrued during the performance period.

(2)Mr. Laures was not a participant until the 2020-2022 performance period based on hire date.

For more information regarding the ~~2015~~2019 PSAs, see ~~page 35~~pages 39-40 of our proxy statement filed on March 31, ~~2016.~~

2020.

PSAs that were granted in ~~2016 were~~2020 vest on December 31, 2022, following the conclusion of a two-year performance period (ending December 31, 2021), subject to adjustment based on ~~performance through December 31, 2017.~~ a three-year cumulative relative TSR modifier for the 2020-2022 period and a three-year vesting requirement.

The following table illustrates the pre-determined ROCE and Adjusted EBITDA performance goals, ~~for~~as well as the ~~two-year performance period (2016-2017), the final~~ results and the potential payout ~~levels~~level based on actual performance delivered during the two-year performance ~~period. Payouts are~~period:


2020 Performance Goals(1)
	ROCE - Weighted 60% (three year average)	Cumulative Adjusted EBITDA - Weighted 40% (millions)
Maximum	7.8%	$350.6
Target	5.6%	$250.5
Threshold	3.3%	$150.3
Actual	4.4%	$230.1
Percent Achievement	23.3%	30.3%
Financial Performance	53.6%

(1)Final payout is subject to ~~time-based~~adjustment based on a 3-year cumulative relative TSR modifier for the 2020-2022 period and a 3-year vesting ~~through December 31, 2018.~~

requirement.

2016 Performance Share Performance Goals

Cumulative
Adjusted
EBITDA
(millions)
Weighted 40%

ROCE – (three
year average)
Weighted 60%

Maximum
$467.1

9.7%

Target
333.6

6.9

Threshold
200.2

4.1

Actual
319.0

6.9

Percent Achievement
86.8%

97.8%

Payout Percent
93.4%

For more information regarding the ~~2016~~2020 PSAs, see ~~page 53~~pages 46-47 of our proxy statement filed on March ~~30, 2017.~~

~~2018 LTI Design~~

31, 2021.

PERQUISITES

The Compensation Committee determined that changes to the general design of the LTI awards would be made for 2018 to incorporate a relative Total Shareholder Return (“TSR”) modifier, to align compensation with performance using an established and appropriate index. PSAs will remain tied to the Company’s EBITDA and ROCE performance, with the addition of a three-year relative TSR modifier to be measured against the S&P SmallCap 600 index. The modifier will apply positive or negative 25% adjustments if the Company’s TSR is in the first or fourth quartile, respectively. An overall maximum payment of 200% will be applied regardless of any TSR modifier.

~~PERQUISITES~~

~~Perquisites at Glatfelter are very limited.~~Company provides limited perquisites. The Compensation Committee believes perquisites should be a minimal part of executive compensation. ~~Perquisites include a club membership for Mr. Parrini, and, a car allowance for Mr. Rapp as is customary for executives in Europe.~~ All NEOs are eligible to

receive a Company-paid executive physical and executive long-term disability ~~coverage.~~coverage in addition to relocation benefits coincident with the move of the corporate headquarters to Charlotte, North Carolina. Additionally, Mr. Parrini’s perquisites include a club membership. In preparation for the relocation to Charlotte, the Compensation Committee engaged the Company’s third-party relocation administrator to review the relocation program and benefit coverage to ensure that the relocation benefits were market competitive. The Compensation Committee determined that the relocation benefits were at market and appropriate. More information on the perquisite costs can be found in the Summary Compensation Table.

POST-EMPLOYMENT RETIREMENT COMPENSATION

~~2018~~ ~~PROXY STATEMENT~~ › 35

~~EXECUTIVE COMPENSATION~~

~~POST-EMPLOYMENT~~ ~~COMPENSATION~~

The Compensation Committee believes offering post-employment compensation allows the Company to attract, retain, and motivate qualified employees and executives in the current competitive marketplace.

~~The~~

During 2021, the Company ~~provides~~provided a qualified ~~and non-qualified pension plans~~401(k) plan for U.S.-based employees and other arrangements for those outside of the U.S. ~~Regarding~~


2022 PROXY STATEMENT ›			63


EXECUTIVE COMPENSATION

Effective January 1, 2020, the ~~qualified pension plan, eligible employees who were hired prior~~Company began offering the NQDCP to ~~2007 participate in a traditional pension formula and those hired beginning in 2007 and later participate in a cash balance pension formula.~~

~~Non-qualified pension plans consist of a~~replace the Supplemental Executive Retirement Plan (“the SERP”) ~~and~~, which was frozen effective December 31, 2019. The NQDCP coordinates with the 401(k) plan by providing a ~~Supplemental Management~~

~~Pension Plan (“SMPP”). The SERP is tied~~Company contribution related to compensation in excess of the ~~qualified pension~~401(k) plan ~~and provides post-employment benefits for eligible NEOs. The SMPP provides an Early Retirement Supplement for certain NEOs. Details regarding pension benefits and potential payments~~limits, with a maximum non-qualified contribution of 7% of such excess compensation. Executive officers can elect to defer compensation under the NQDCP. All of the NEOs, ~~under these plans are discussed~~other than Mr. Laures, were participants in the NQDCP in 2021.

Information regarding the frozen SERP balance is reflected in the Pension Benefits ~~section.~~

~~All plans except~~section on page 75. Information regarding Company contributions under the ~~qualified cash balance and SERP Restoration for cash balance are closed to new entrants.~~

~~The NEOs participate~~NQDCP is reflected in the ~~following pension plans:~~

Non-Qualified Deferred Compensation section on page 76. Please also refer to the Summary Compensation Table on page 68.

Mr. Laures participates in a Swiss defined contribution plan, which provides the mandatory minimum benefit based on age, paid 50% by the employer and 50% by the employee.

	~~Qualified Pension Plan~~		~~Non-Qualified Pension Plans~~				~~Non-U.S. Plans~~
			~~Traditional~~	~~Cash Balance~~		SERP Restoration	~~SERP FAC~~⁽¹⁾	~~SMPP~~	~~Other Arrangement~~
~~Parrini~~	✓			✓	✓
~~Jacunski~~	✓			✓		✓
~~Astley~~		✓		✓
~~Hess~~	✓			✓		✓
~~Rapp~~⁽²⁾								✓ ADDITIONAL COMPENSATION POLICIES AND PRACTICES

~~(1)~~

~~The SERP Final Average Compensation (“FAC”) pension applies only to Mr. Parrini and is offset by his SERP Restoration Pension and qualified plan pension.~~

~~(2)~~

~~Mr. Rapp is a German citizen and does not participate in the U.S. plans. He has a separate individual retirement pension contract with the Company.~~

36 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

~~ADDITIONAL COMPENSATION~~ ~~POLICIES AND PRACTICES~~

Executive Severance Guidelines

The Company has executive severance guidelines to serve as the basis for determining the severance benefits available to the CEO, ~~EVP,~~EVPs, SVPs, and other VPs in the case of certain terminations of employment from the Company (other than for cause, resignation, death, or disability, ~~or retirement)~~each as defined in the executive severance guidelines). The severance guidelines do not apply in circumstances in which the ~~change in control agreements~~CIC Agreements (as defined below) apply. The Compensation Committee retains the authority to modify or terminate severance arrangements, in its discretion, as circumstances may warrant. Additional details on severance guidelines and potential payments in the event of a termination of employment are discussed in the “Potential Payments upon Termination or Change in Control” ~~section.~~

section on page 77.

Change in Control Arrangements and Double Trigger Equity Grant Vesting

The Company has entered into Change in Control (“CIC") Agreements (the “CIC Agreements”) with each of the ~~NEOs and certain other executives.~~NEOs. The Compensation Committee believes these arrangements will serve as an incentive for ~~executives~~the NEOs to act in the interest of shareholders in the event of a CIC, without regard to personal risks related to their continued employment resulting from a CIC. Generally, ~~these agreements~~the CIC Agreements provide for severance and other benefits to be paid to ~~executives~~the NEOs upon a qualifying CIC. ~~Since 2011, new~~ CIC Agreements entered into after 2011 do not ~~provide~~include a tax gross-up provision for excise taxes imposed under the Code. Therefore, Messrs. Astley, Hillard, and ~~Hess~~Laures, and Ms. Beck do not have any tax gross-up provisions. ~~The legacy~~Mr. Parrini’s CIC ~~agreements of Messrs. Parrini, Jacunski and Rapp,~~Agreement, which ~~were~~was entered into before 2011 ~~contain~~and has not been subsequently amended, contains a tax ~~gross up provisions.~~

gross-up provision.

The Company’s equity grant agreements include “double trigger” provisions that accelerate vesting in the event of a CIC if the executive is terminated without ~~cause~~“cause” or resigns with ~~good reason (as~~“good reason” (each as defined in the applicable ~~agreement)~~CIC Agreement). The Compensation Committee believes that the double trigger provision will ensure continuity of Management during mergers and acquisitions and assist with retaining key executives, ultimately ~~benefitting~~benefiting shareholders. Additional details on the CIC ~~agreements~~Agreements and potential payments in the event of a CIC are discussed in the “Potential Payments upon Termination or Change in Control” ~~section.~~

section on page 77.

Executive Share Ownership Guidelines

The Compensation Committee believes it is important to require the Company’s senior executives, including the NEOs, to meet minimum stock ownership guidelines.

The executive share ownership guidelines align the interests of the ~~shareholders~~senior executives with those of the ~~Company’s long- term growth strategy.~~shareholders. The Compensation Committee determines the guidelines using a multiple of each senior executive’s base salary. Depending on the senior executive’s position, the executive share ownership guidelines require the senior executive to own Company stock that ranges in value from two to five times ~~the senior executive’s~~his or her base salary as follows:

~~2017~~
2021 Share Ownership Guidelines
Position			Ownership Guideline (Relative to Base Salary)
CEO			5X
CFO			3X
Other Senior Executives			2X

2022 PROXY STATEMENT ›
64


EXECUTIVE COMPENSATION

The value of required ownership is adjusted annually for salary increases and the number of shares needed to be owned will be affected by changes in stock price. ~~Directly owned~~Directly-owned shares, ~~beneficially owned~~beneficially-owned shares held indirectly (e.g., by family members, trusts, etc.), and shares held in the 401(k) plan are eligible for satisfying ownership guidelines. ~~The share ownership guidelines also include unvested~~Unvested restricted stock and RSUs, and earned ~~but unvested~~ PSAs, ~~consistent with market practices.~~

also count towards satisfying the ownership guidelines. Messrs. Parrini, Hillard, and Astley and Ms. Beck have met the required level of share ownership as of December 31, 2021, and Mr. Laures is on track to satisfy the requirements.

Holding Requirement

Until the executive share ownership guideline level is attained, senior executives must retain 50% of net ~~after-tax~~ profit shares realized at (i) exercise of ~~SOSARs and~~SOSARs; (ii) payment of ~~PSAs~~PSAs; and (iii) vesting of RSUs. The Compensation Committee reviews senior executives’ progress toward satisfying the requirements annually.

Clawback Policy

The Company maintains a clawback policy that was adopted by the Board. Under the clawback policy, the Compensation Committee has ~~discretion~~the authority to recover or “claw back” incentive compensation when the basis for recouping performance-based compensation is triggered by a material financial restatement. The Compensation Committee may recoup performance-based compensation, including cash and equity incentive awards, that isare paid within three years prior to a restatement and in excess of the amount the NEO or executive officer would have otherwise received without the material noncompliance. Recoupment is applicable to an executive officer who is directly accountable for the cause of the restatement and could also apply to any ~~officer~~executive in an upward reporting hierarchy to the responsible individual. In addition, a recoupment could be made for compensation paid in a fiscal year in which an ~~officer~~executive engages in intentional misconduct in performing his or her duties.

Hedging and Pledging Policies

~~All executives~~

Directors and ~~directors,~~all employees, including the NEOs, are subject to an insider trading policy ~~under which~~that prohibits such individuals from engaging in transactions in financial instruments (including, for example, prepaid variable forward contracts, equity swaps, collars, or exchange funds, as well as any other hedging ~~transactions, including put~~instrument) designed to hedge or ~~call options, short selling or similar hedging activities involving~~offset any decrease in the market value of Company stock. Our insider trading policy also prohibits covered persons from holding Company stock ~~and~~in a margin account or pledging ~~of Company~~our stock ~~are prohibited.~~

as collateral for a loan.

Tax Deductibility under Code Section 162(m)

~~Certain awards made under~~

Section 162(m) of the ~~LTIP and the MIP are intended to qualify for an exemption from the federal income tax~~Code generally imposes a $1 million deduction limitation ~~imposed under Section 162(m)~~on compensation paid to certain executive officers of a publicly-held corporation during the ~~Code.~~year. The ~~Compensation Committee has established procedures~~executive officers to maintain tax deductibility; however, the Compensation Committee has not established a policy requiring that all executive compensation be exempt from the limitations provided in Section 162(m). The Compensation Committee structured the 2017 MIP bonus payments and PSAs in a manner that is intended to qualify as an exemption fromwhom the Section 162(m) deduction ~~limitation as performance-based compensation. The exemption from Section 162(m)’s deduction~~ limit ~~for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered~~applies include the Company’s CEO and CFO, the next three most highly compensated executive officers, ~~in excess of $1 million will~~and any such “covered employee” for a year after 2016. The Compensation Committee reserves discretion to award compensation that is not be deductible ~~for our 2018 tax year, except for compensation paid~~ under ~~grandfathered contracts under~~Section 162(m), as the ~~new tax law.~~

Compensation Committee deems appropriate.


ROLE OF THE COMPENSATION COMMITTEE AND CONSULTANT INDEPENDENCE

~~2018~~ ~~PROXY STATEMENT~~ › 37

~~EXECUTIVE COMPENSATION~~

~~ROLE OF THE COMPENSATION COMMITTEE AND CONSULTANT INDEPENDENCE~~

The Compensation Committee is responsible for approving NEO compensation, and, in the case of the CEO, submits his pay for ratification and approval by the independent members of the Board. The Chair of the Compensation Committee is responsible for leading the Compensation Committee. The Compensation Committee may form subcommittees and delegate ~~authority.~~authority to them as it deems appropriate, and may delegate to Management its authority under any incentive plan to make grants to non-executive officer employees. The meetings of the Compensation Committee are regularly attended by the Consultant. The CEO, CFO, and Vice President of Global Human Resources and ~~Vice President, General Counsel and Secretary~~Administration also generally attend the Compensation Committee meetings. All members of Management present at a meeting of the ~~meeting,~~Compensation Committee, including the CEO, are excused from the meeting prior to any discussion of their compensation. The Compensation Committee holds a final executive session with only Compensation Committee members present before approving any compensation.

The Compensation Committee has the authority to engage compensation consultants, legal counsel, or other advisors, as needed. The Compensation Committee provides oversight and approves related fees and retention terms of the consultants, counsel, or advisors, and may select a compensation consultant, legal counsel, or other advisor after assessing that person’s independence from Management or members of the Compensation Committee.


2022 PROXY STATEMENT ›			65


EXECUTIVE COMPENSATION

During ~~2017~~2021, the Compensation Committee retained Meridian ~~Compensation Partners LLC an executive compensation consulting firm (the “Consultant”),~~as its Consultant to provide advice and

assistance to the Compensation Committee and to Management ~~in the area of~~with respect to executive officer and non-employee directors’ ~~compensation for the Company.~~compensation. The Consultant reports directly to the Compensation Committee and has been authorized by the Compensation Committee to work with certain executive officers of the Company and other employees in the Company’s human resources, legal, and finance ~~departments.~~

functions.

The Compensation Committee has established several practices to ensure the Consultant’s independence, candor, and objectivity. The Consultant is engaged by and reports directly to the Compensation Committee, frequently meets separately with the Compensation Committee with no members of Management present, and consults with the Compensation Committee’s Chair between meetings as needed. Management periodically reports to the Compensation Committee the fees paid for services performed by the Consultant, and the Compensation Committee approves the annual work plan and budget for the Consultant. In ~~2017~~2021, the Compensation Committee assessed the independence of ~~the Consultant~~Meridian and other outside advisors as required under the NYSE listing ~~rules,~~standards, and considered and assessed all relevant factors, including those required by the SEC that could give rise to potential conflict of interests with respect to ~~the Consultant.~~Meridian. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work conducted by Meridian for 2021. Meridian does not perform any work for the Company other than as the Consultant and accordingly, no fees were paid for ~~2017.~~

any additional services.


2022 PROXY STATEMENT ›			66


EXECUTIVE COMPENSATION

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Company’s ~~Compensation Discussion and Analysis~~CD&A with Management. Based on this review and discussion, the Compensation Committee recommended to the Board that the ~~Compensation Discussion and Analysis~~CD&A be included in this proxy statement for the year ended December 31, ~~2017.~~

The information disclosed in this Report shall not be considered as “soliciting material,” or to be “filed” with the SEC. This information is not subject to Regulation 14A, 14C or the liabilities of Section 18 of the Exchange Act.

2021.

The foregoing Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report by reference therein.

~~Lee C. Stewart~~

Bruce Brown (Chair)

~~Kathleen A. Dahlberg~~

~~Nicholas DeBenedictis~~

Kevin M. Fogarty

Darrel Hackett

J. Robert Hall

38
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			67

~~EXECUTIVE COMPENSATION~~


EXECUTIVE COMPENSATION

Summary ~~Compensation~~Compensation Table

The following table sets forth ~~certain~~2021 compensation and, where applicable, 2020 and 2019 compensation information for the NEOs.


Name and Principal Position in 2021	Year	Salary		Stock Awards (1)		Non-Equity Incentive Plan Compensation (2)		Change in Pension Value and NQDC Earnings (3)		All Other Compensation (4)		Total
Dante C. Parrini	2021	$	1,047,348	$	1,889,987	$	830,550	$	413,000	$	430,843	$	4,611,728
Chairman & Chief Executive Officer	2020	$	1,016,512	$	1,767,347	$	1,303,265	$	265,000	$	209,261	$	4,561,386
	2019	$	998,212	$	3,821,745	$	1,047,124	$	5,079,000	$	25,831	$	10,971,912
Samuel L. Hillard	2021	$	419,641	$	449,994	$	199,956	$	—	$	61,563	$	1,131,154
Senior Vice President & Chief Financial Officer	2020	$	399,063	$	422,255	$	308,160	$	—	$	455,042	$	1,584,520
	2019	$	367,100	$	331,891	$	225,325	$	20,000	$	16,151	$	960,467
Christopher W. Astley	2021	$	452,857	$	430,001	$	197,573	$	1,000	$	221,508	$	1,302,939
Senior Vice President & Chief Commercial Officer	2020	$	437,715	$	406,424	$	308,901	$	1,000	$	96,361	$	1,250,401
	2019	$	407,225	$	844,936	$	196,649	$	31,000	$	17,646	$	1,497,456
Wolfgang Laures	2021	$	457,117	$	312,467	$	206,490	$	—	$	84,039	$	1,060,113
Vice President, Integrated Global Supply Chain & Information Technology	2020	$	432,580	$	270,223	$	305,136	$	—	$	104,124	$	1,112,063
Eileen L. Beck	2021	$	323,847	$	234,990	$	128,394	$	—	$	88,158	$	775,389
Vice President, Global Human Resources & Administration	2020	$	314,665	$	248,076	$	201,715	$	—	$	47,932	$	812,389

(1)The amounts reflect the grant date fair value of RSUs and/or PSAs granted in 2021, 2020, and 2019 determined in accordance with ASC Topic 718. The method used to calculate these amounts is set forth in Note 12 to the Company’s audited financial statements included in the 2021 Form 10-K. If the PSAs granted in 2021 were earned at the maximum level (200% of target), the following amounts would become issuable: Mr. Parrini $2,267,969; Mr. Hillard $539,986; Mr. Astley $515,985; Mr. Laures $374,939; and Ms. Beck $281,971, based on the grant date stock price of $16.05. For PSAs with TSR as the performance metric, the grant date fair value was determined using a Monte Carlo simulation model.

(2)The 2021, 2020, and 2019 amounts reflect cash payments under the Company’s MIP. See discussion of the ~~Chief Executive Officer~~MIP in the “Compensation Discussion and Analysis” section.

.

(3)The Company’s SERP was frozen in 2019. The SERP benefits for active employees were converted to opening balances in the NQDCP as of January 1, 2020 and accrue interest annually under the NQDCP using the Moody’s Aa bond yield for the month of November of the ~~Company,~~preceding year (November 2020, for the ~~Chief Financial Officer~~2021 plan year). Interest was calculated for the 2021 plan year on the frozen SERP balances at the annual rate of 2.47%. The frozen SERP balances are accounted for as a defined benefit plan in the Company’s’ financial statements and, accordingly, the Company ~~and~~has treated such amounts consistent with disclosure for a defined benefit plan in the ~~Company’s three most highly compensated executive officers in 2017 other than the Chief Executive Officer and the Chief Financial Officer.~~

Name and Principal
Position in 2017
Year
Salary⁽¹⁾

Bonus

Stock
Awards⁽²⁾

Option
Awards⁽³⁾

Non-Equity
Incentive Plan
Compen-sation⁽⁴⁾

Change in
Pension
Value and
Non-Qualified
Deferred
Comp
Earnings⁽⁵⁾

All Other
Compen-
sation⁽⁶⁾

Total

Dante C. Parrini
2017
$
973,865

$
—

$
1,564,808

$
—

$
557,051

$
1,824,000

$
18,955

$
4,938,679

Chairman &
2016

971,501

—

782,400

782,410

1,288,423

1,612,000

19,522

5,456,256

Chief Executive Officer
2015

943,208

—

588,310

901,988

724,253

567,000

15,842

3,740,601

John P. Jacunski
2017
$
530,842

$
—

$
574,994

$
—

$
197,367

$
432,000

11,985

$
1,747,188

Executive Vice President
2016

609,775

—

787,494

287,505

545,582

208,000

11,050

2,449,406

& Chief Financial Officer
2015

488,009

—

223,013

341,916

224,817

26,000

8,848

1,312,603

Christopher W. Astley
2017
$
368,051

$
—

$
350,019

$
—

$
147,570

$
26,000

8,596

$
900,236

Senior Vice President &
2016

367,158

—

174,997

175,003

254,857

25,000

8,177

1,005,192

Business Unit President,
AMBU
2015

355,919

—

129,114

197,948

82,186

15,000

5,237

785,404

Timothy R. Hess ⁽⁷⁾
2017
$
375,000

$
112,750

$
949,997

$
—

$
120,450

$
309,000

9,522

$
1,876,719

Senior Vice President &
2016

Business Unit President,
SPBU
2015

Martin Rapp⁽⁸⁾
2017
$
391,193

$
—

$
267,492

$
—

$
161,816

$
441,000

15,022

$
1,276,523

Senior Vice President &
2016

383,431

—

137,504

137,501

226,796

249,000

14,724

1,148,956

Business Unit President,
CFBU
2015

372,463

—

106,519

163,309

137,341

—

13,571

793,203

~~(1)~~

Summary Compensation Table. For each NEO, salaries were frozen for 2017 except for Mr. Hess who received an increase due to his promotion. The year-over-year salary increases between 2016 and 2017 reflected in the summary compensation table are simply a result of timing where the NEOs 2016 salary increases were effective February 1, 2016 for 11 of 12 months in 2016, and remained in effect for the full year in 2017.

~~(2)~~

The amounts reflect the grant date fair value of RSUs and/or PSAs granted in 2017, 2016 and 2015. The method used to calculate these amounts is set forth in note 9 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. If the PSAs were paid at the maximum level (200% of target), the following amounts would become payable: Mr. Parrini - $1,877,787; Mr. Jacunski - $690,001; Mr. Hess -$359,987; Mr. Astley -$420,023; and Mr. Rapp - $320,991.

~~(3)~~

The amounts reflect the grant date fair value of SOSARs granted in 2015 and 2016. The method used to calculate these amounts is indicated in note [10] to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

2016

2015

Dividend yield
2.85%

1.94%

Risk-free rate of return

1.34

1.64

Volatility

31.97

36.38

Term
6 years

6 years

~~(4)~~

The 2017, 2016 and 2015 amounts reflect cash payments under the Company’s MIP. See discussion of the MIP in the “Compensation Discussion and Analysis section”. In 2017 the Compensation Committee, and the Board in the case of the CEO, exercised downward discretion to reduce the corporate component of MIP payments by 12% to reinforce the Company’s commitment to reflect the Company’s lower year-over-year performance when compared to 2016 and to align executive pay with our 2017 business results.

~~(5)~~

~~For each of the NEOs,~~ the estimated amounts reflect the actuarial increase in the present value of benefits under all pension plans established by the Company, based on interest rate and mortality assumptions that are consistent with those used in the Company’s financial statements. The assumptions relating to the same are disclosed in the 2017 Pension Benefits table. These amounts may reflect benefits which the NEOs are not currently entitled to receive, to the extent that such amounts are not vested. The amounts shown only include the change in pension value. There are no deferred compensation plans. The Company did not make any changes to the SERP plan or plan benefits during 2017.

~~For Mr. Parrini, the 113%~~ increase in the ~~actuarial~~ present value of ~~his pension value is attributable to three factors. First, lower discount~~the frozen SERP balance under the NQDCP, based on interest rate and mortality assumptions ~~were~~that are consistent with those used ~~to estimate~~in the ~~value~~Company’s financial statements and further defined in the Pension Benefits table. If the frozen SERP balances had been considered a defined contribution plan, then “All Other Compensation” in the Summary Compensation Table would have included $129,000 of above-market interest for Mr. Parrini for 2021 and less than $1,000 of above-market interest for the other NEOs who have frozen SERP balances, for 2021, instead of the ~~benefit. A lower discount rate produces a greater pension value. Approximately 50% of~~amount shown in the ~~increase~~“Change in ~~Mr. Parrini’s reported change in pension value is attributable~~Pension Value” column. For information regarding the frozen SERP balances, please refer to footnote (1) to the ~~decrease in the discount rate based~~Pension Benefits Table on rates as of December 31, 2017 as noted in financial disclosures under US GAAP reporting for retirement plans. Second, as Mr. Parrini worked for a full year in 2017, his pension benefits increased because he earned an additional year of benefit service. Approximately 39% of the increase in the pension value is attributable to his additional year of service. Third, approximately 11% of Mr. Parrini’s reported increase in the pension value is attributable to increases in his pay, as measured by his average compensation over the five years immediately preceding his assumed retirement. Mr. Parrini did not receive a base pay increase in 2017; his earnings in 2017 are slightly higher than 2016 since his 2016 pay increase was not effective until February 1, 2016 as noted in note #1 above. As described in “Pension Benefits”, a significant portion of Mr. Parrini’s SERP benefit is unvested.

~~2018~~ ~~PROXY STATEMENT~~ page 75.› 39

~~EXECUTIVE COMPENSATION~~

~~(6)~~

~~Other compensation includes the following:~~

401(k)
Match

Perquisites
(i, ii)

Life Insurance
Premium
(iii)

Other
Compensation
(iv)

Total

2017

Parrini
$
4,050

$
8,814

$
1,496

$
4,595

$
18,955

Jacunski

4,050

-

814

7,121

11,985

Astley

4,050

-

567

3,979

8,596

Hess

4,050

-

576

4,896

9,522

Rapp
-

14,600

422

-

15,022

i

~~The amount included in the “Perquisites” column for Mr. Parrini represents dues for a club paid by the Company.~~

~~ii.~~

~~The amount in the “Perquisites” column for Mr. Rapp represents a car allowance paid for by the Company.~~

~~iii.~~

The amounts included in the “Life Insurance Premium” column represent the annual premium paid by the Company. For Mr. Rapp the amount is paid in Euros (€). Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2017, or 1.129 $/€.

~~iv.~~

~~The amounts included in the “Other Compensation” column consist of premiums for executive long-term disability coverage and the cost of annual executive physicals paid by the Company.~~

~~(7)~~

Mr. Hess was not a NEO prior to 2017. As part of his promotion to SPBU President and to drive the long-term strategy of SPBU, Mr. Hess received a one-time retention grant of 26,716 RSUs in addition to an annual grant of 5,213 PSAs and 7,819 RSUs in 2017. The retention RSUs require five-year cliff vesting. Mr. Hess received a one-time cash retention payment under a plan established in 2015, during his tenure as Vice President of SPBU Sales & Marketing, for his critical leadership of SPBU through the anticipated challenging business environment.

~~(8)~~

Mr. Rapp’s cash compensation is paid in Euros (€). Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2017, or 1.129 $/€ (performance period year-end rate of 1.1993 $/€ was used for non-equity incentive calculation conversion). Mr. Rapp’s cash compensation (not including automobile expense reimbursement) was 346,495 € in both 2017 and 2016 and 336,403 € in 2015.

~~CEO Pay Ratio~~

We are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Parrini, our CEO, as required by Item 402(u) of Regulation S-K.

~~For 2017 our ratio was estimated as follows:~~

~~Name~~			~~Annual Total Compensation~~ ~~(in 000x)~~ ¹
~~CEO~~			~~$4,956.0~~
~~Median Employee~~			~~$95.8~~
~~CEO Pay Ratio~~			~~52:1~~

~~(1)~~

~~Annual total compensation includes compensation calculated for purposes of the summary compensation table as well as medical premiums for the CEO and the median employee.~~

~~To identify the median employee, the methodology and the material assumptions, adjustments and estimates we used were as follows:~~

~~We used October 1, 2017 as the date to determine the median employee.~~

~~All employees throughout our global operations were taken into account.~~

•	Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of employees, with cash compensation being the most commonly used form of annual pay. Consequently, for purposes of measuring the compensation in determining the median employee, we selected base salary or wages, overtime and short-term incentives as the most appropriate measure of compensation. In making this determination we annualized the compensation of permanent employees hired between January 1, 2017 and October 1, 2017.
2022 PROXY STATEMENT ›			68

~~Using this methodology, we determined~~


EXECUTIVE COMPENSATION

(4)All Other compensation includes the ~~appropriate median employee~~following:


2021	401(k) Company Contributions		NQDC Company Contributions (i)		Club Dues (II)		Relocation (III)		Life Ins Premium		Executive Disability		Travel Stipend (IV)		Swiss Disability Benefits (V)		Total
Parrini	$	29,000	$	144,243	$	104,093	$	147,530	$	1,382	$	4,595	$	—	$	—	$	430,843
Hillard	$	29,000	$	30,646	$	—	$	—	$	1,296	$	621	$	—	$	—	$	61,563
Astley	$	29,000	$	33,023	$	—	$	155,987	$	1,382	$	2,116	$	—	$	—	$	221,508
Laures(VI)	$	—	$	62,901	$	—	$	—	$	—	$	—	$	8,529	$	12,609	$	84,039
Beck	$	29,000	$	16,489	$	—	$	39,507	$	1,068	$	2,094	$	—	$	—	$	88,158

I.Represents NQDCP Company Contributions for Messrs. Parrini, Hillard, and Astley, and Ms. Beck and Company Contributions to the Swiss Defined Contribution plan for Mr. Laures.

II.Represents club dues for Mr. Parrini; including one-time initial membership fee for Charlotte-based club to be used primarily for business purposes.

III.Represents relocation benefits for Messrs. Parrini, Astley, and Ms. Beck, and short-term living arrangements for Mr. Parrini as part of his relocation benefits, all in connection with the move of corporate headquarters to Charlotte, NC.

IV.Represents a ~~full-time U.S. employee.~~

~~For purposes of this determination we applied the appropriate exchange rate to U.S. dollars of the average exchange rate~~tax-supported travel stipend for ~~October 2017 as to our non-US employees.~~

~~When calculating the Annual Total Compensation of the CEO, we used~~Mr. Laures, where the amount ~~reported~~was adjusted downward by 12,000 CHF to account for overpayment in ~~the “Total” column of our Summary Compensation Table included in this proxy statement as well as medical~~2020.

V.Represents premiums paid by the ~~Company. We used the same methodology~~Company for ~~calculating the Annual Total Compensation~~Mr. Laures's mandatory accident insurance, supplemental accident insurance, and salary continuation in Switzerland.

VI.Amounts for ~~the median employee.~~

Mr. Laures have been converted to USD using an exchange rate of 1.0942 $/CHF.

40
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			69

~~EXECUTIVE COMPENSATION~~

~~2017~~


EXECUTIVE COMPENSATION

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

The following table, including footnotes, sets forth information concerning grants of plan-based awards in ~~2017:~~

2021:

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards⁽¹⁾

Estimated Possible Payouts
Under Equity Incentive Plan
Awards⁽²⁾

All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying
Exercise
or Base
Price of
Option
Grant
Date
Fair Value
of Stock
and
Option

Name and
Grant Date
Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units
(#)⁽³⁾

Options
(#)
Awards
($/Share)
Awards
($)

Parrini

2/23/2017

486,933

973,865

1,947,730

8,157

40,786

81,572

—
N/A

938,894

2/23/2017

27,190

625,914

Jacunski

2/23/2017

172,524

345,047

690,095

2,997

14,987

29,974

—
N/A

345,001

2/23/2017

9,991

229,993

Astley

2/23/2017

101,214

202,428

404,856

1,825

9,123

18,246

—
N/A

210,011

2/23/2017

6,082

140,008

Hess

1/6/2017

26,716 ⁽⁴⁾

—
N/A

650,000

2/23/2017

103,125

206,250

412,500

1,564

7,819

15,638

179,993

2/23/2017

5,213

120,003

Rapp ⁽⁵⁾

2/23/2017
€
95,286

€
190,572

€
381,145

1,394

6,972

13,944

—
N/A

160,495

2/23/2017

4,648

106,997


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Possible Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Shares of Stock or	Grant Date Fair Value of Stock and Option
		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)	Units (#) (3)	Awards ($)
Dante C. Parrini
	2/17/2021	$	525,000	$	1,050,000	$	2,100,000	12,948	64,740	129,480		$	1,133,984
	2/17/2021										47,103	$	756,003
Samuel L. Hillard
	2/17/2021	$	126,394	$	252,788	$	505,576	3,083	15,414	30,828		$	269,993
	2/17/2021										11,215	$	180,001
Christopher W. Astley
	2/17/2021	$	124,888	$	249,775	$	499,550	2,946	14,729	29,458		$	257,993
	2/17/2021										10,717	$	172,008
Wolfgang Laures(4)
	2/17/2021	$	103,245	$	206,490	$	412,980	2,141	10,703	21,406		$	187,470
	2/17/2021										7,788	$	124,997
Eileen L. Beck
	2/17/2021	$	81,159	$	162,318	$	324,636	1,610	8,049	16,098		$	140,985
	2/17/2021										5,857	$	94,005

(1)The amounts shown represent target, threshold, and maximum awards under the Company’s MIP. Threshold payments equal 50% of the target amount and maximum payments equal 200% of the target amount shown. For 2021, achievement of the performance goals resulted in MIP payments as described in the “NEO MIP Payments” table of the CD&A.

(2)The amounts shown reflect the threshold, target, and maximum amounts of PSAs granted to the NEOs under the LTIP. PSAs vest over a three-year period based on ROCE performance measured over two years and relative TSR performance over three years. The actual number of shares paid out will range from 0% to 200% of the target amount, depending upon attainment of performance goals.

(3)The amounts shown reflect grants of RSUs to the NEOs under the LTIP. RSUs are subject to three-year cliff vesting.

(4)Mr. Laures’s non-equity incentive awards were paid in Swiss Francs (CHF). Amounts presented here have been converted to U.S. dollars ($) using an exchange rate of 1.0942 $/CHF.

~~(1)~~	The amounts shown represent target, threshold and maximum awards under the Company’s Management Incentive Plan. Threshold payments equal 50% of the target amount and maximum payments equal 200% of the target amount shown. For 2017 achievement of the performance goals and the downward discretion exercised by the Compensation Committee (and the Board in the case of the CEO) resulted in a MIP payment made in February 2018 equal to 57.2% of target for Messrs. Parrini and Jacunski; 72.9% for Mr. Astley; 58.4% for Mr. Hess and 70.8% for Mr. Rapp as described in the “NEO MIP Payments” table of the CD&A.
2022 PROXY STATEMENT ›			70

~~(2)~~	The amounts shown reflect the threshold, target and maximum amount of PSAs granted to the NEOs under the LTIP. PSAs vest over three-year period based on performance measured over two years and one year of additional service-based vesting. The actual number of shares paid out will range from 0% to 200% of the target amount, depending upon attainment of performance goals.
EXECUTIVE COMPENSATION

~~(3)~~

~~The amounts shown reflect grants of RSUs to the NEOs under the LTIP. RSUs are subject to three-year cliff vesting (except for the special retention grant to Mr. Hess).~~

~~(4)~~

~~The amount shown reflects a retention grant of RSUs to Mr. Hess with five-year cliff vesting.~~

~~(5)~~

~~Mr. Rapp’s non-equity incentive is paid in euros (€). Amounts presented here have been converted to U.S. dollars ($) using the year-end exchange rate of 1.1993.~~

~~2018~~ ~~PROXY STATEMENT~~ › 41

~~EXECUTIVE COMPENSATION~~

~~2017~~2021 Outstanding Equity ~~Awar~~dsAwards at Fiscal Year-End

The following table, including footnotes, sets forth information concerning outstanding equity awards as of December 31, ~~2017:~~

2021:

Option and Stock Awards

Number of Securities
Underlying Unexercised
Options (#)⁽¹⁾

Option
Exercise

Option
Expiration
Number of
Shares or
Units of
Stock That
Have Not

Market
Value of
Shares of
Units of
Stock That
Have Not

Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have

Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have

Name
Exercisable

Unexercisable

Price ($)

Date
Vested(#)⁽²⁾

Vested($)⁽³⁾

Not Vested (#)⁽⁴⁾

Not Vested ($)⁽³⁾

Parrini

169,510

—

9.91

5/5/2019

100,000

2,144,000

109,679

2,351,518

66,300

—

13.95

3/3/2020

27,190

582,954

88,140

—

12.56

3/3/2021

85,130

—

15.61

3/6/2022

98,010

—

18.36

3/5/2023

82,997

—

29.89

2/26/2024

79,751

39,876

24.94

2/26/2025

65,893

131,785

17.27

2/25/2026

Jacunski

101,170

—

9.91

5/5/2019

15,892

340,724

40,576

869,949

44,880

—

13.95

3/3/2020

24,728

530,168

39,300

—

12.56

3/3/2021

9,991

214,207

33,790

—

15.61

3/6/2022

39,780

—

18.36

3/5/2023

30,230

—

29.89

2/26/2024

30,231

15,116

24.94

2/26/2025

24,213

48,426

17.27

2/25/2026

Astley

8,000

—

11.92

7/23/2020

10,371

222,354

24,433

523,844

20,710

—

12.56

3/3/2021

6,082

130,398

21,730

—

15.61

3/6/2022

21,600

—

18.36

3/5/2023

16,070

—

29.89

2/26/2024

17,502

8,751

24.94

2/26/2025

14,739

29,476

17.27

2/25/2026

Hess

17,600

—

13.95

3/3/2020

26,716

572,791

16,115

345,506

12,380

—

12.56

3/3/2021

5,213

111,767

11,930

—

15.61

3/6/2022

13,300

—

18.36

3/5/2023

9,520

—

29.89

2/26/2024

9,947

4,973

24.94

2/26/2025

7,790

15,580

17.27

2/25/2026

Rapp

18,530

—

15.61

3/6/2022

14,988

321,343

19,205

411,755

22,170

—

18.36

3/5/2023

4,648

99,653

14,730

—

29.89

2/26/2024

14,439

7,220

24.94

2/26/2025

11,580

23,160

17.27

2/25/2026


		Option and Stock Awards
	Option Grant	Number of Securities Underlying Unexercised Options (#) (1)		Option Exercise		Option Expiration	Number of Shares or Units of Stock That Have Not	Market Value of Shares of Units of Stock That Have Not		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Name	Date	Exercisable	Unexercisable	Price ($)		Date	Vested(#) (2) (5)	Vested($) (3)		Not Vested (#) (4) (5)	Not Vested ($) (3)
Dante C. Parrini	3/6/2012	85,130	—	$	15.61	3/6/2022	261,927	$	4,505,144	131,620	$	2,263,864
	3/5/2013	98,010	—	$	18.36	3/5/2023
	2/26/2014	82,997	—	$	29.89	2/26/2024
	2/26/2015	119,627	—	$	24.94	2/26/2025
	2/25/2016	197,678	—	$	17.27	2/25/2026
Samuel L. Hillard	3/21/2016	63,286	—	$	19.38	3/21/2026	31,392	$	539,942	31,392	$	539,942
Christopher W. Astley	3/6/2012	21,760	—	$	15.61	3/6/2022	62,315	$	1,071,818	30,105	$	517,806
	3/5/2013	21,600	—	$	18.36	3/5/2023
	2/26/2014	16,070	—	$	29.89	2/26/2024
	2/26/2015	26,253	—	$	24.94	2/26/2025
	2/25/2016	44,215	—	$	17.27	2/25/2026
Wolfgang Laures	N/A	—	—	$	—	N/A	14,637	$	251,756	20,950	$	360,340
Eileen L. Beck	7/9/2012	7,544	—	$	16.78	7/9/2022	19,429	$	334,179	17,409	$	299,435
	3/5/2013	4,396	—	$	18.36	3/5/2023
	2/26/2014	2,588	—	$	29.89	2/26/2024
	2/26/2015	4,276	—	$	24.94	2/26/2025
	9/1/2015	2,126	—	$	17.50	9/1/2025
	2/25/2016	11,167	—	$	17.27	2/25/2026

(1)Represents SOSARs with a 10-year term, which vest ratably on the first, second, and third anniversaries of the grant date. All SOSARs are settled in shares of the Company’s common stock.

(2)All RSUs have a three-year cliff vesting requirement, so that they vest three years after the grant date. See the “Unvested RSUs” column in the table in footnote 5 for more detail.

(3)Calculated based on the closing price of the Company’s common stock on December 31, 2021 ($17.20).

(4)The amount shown reflects the aggregate target amounts of PSAs granted on February 21, 2020 and February 17, 2021, which vest December 31, 2022 and December 31, 2023, respectively. The actual number of shares to be paid out ranges from 0% to 200% of the target amount, depending upon attainment of performance goals. In February 2022, the Board confirmed an estimated payout of 53.6% was achieved for the PSAs granted on February 21, 2020, based on achievement of the performance goals for the two-year performance period ending December 31, 2021; payouts are subject to a three-year TSR modifier and time-based vesting through December 31, 2022, so the final payout amount is not yet known. See the “Unearned PSAs” column in footnote 5 for further detail.

~~(1)~~	Represents SOSARs with a 10-year term, which vest ratably, with one third of the grant vesting on the first, second and third anniversaries of the grant date. All SOSARs are settled in shares of the Company’s common stock.
2022 PROXY STATEMENT ›			71


EXECUTIVE COMPENSATION

(5) The amounts listed in the table below represent the outstanding equity awards, including dividend equivalent units, for each NEO as of December 31, 2021:

Outstanding Equity Awards

Name

Award

Grant Date

Unvested RSUs

Unearned PSAs

Vesting Date

Dante C. Parrini

RSU

2/21/2019

52,144

—

2/21/2022

RSU

11/13/2019

117,988

—

11/13/2022

RSU

2/21/2020

43,439

—

2/21/2023

RSU

2/17/2021

48,356

—

2/17/2024

PSA

2/21/2020

—

65,157

12/31/2022

PSA

2/17/2021

—

66,463

12/31/2023

Total

261,927

131,620

Samuel L. Hillard

RSU

2/21/2019

9,500

—

2/21/2022

RSU

2/21/2020

10,378

—

2/21/2023

RSU

2/17/2021

11,514

—

2/17/2024

PSA

2/21/2020

—

15,568

12/31/2022

PSA

2/17/2021

—

15,824

12/31/2023

Total

31,392

Christopher W. Astley

RSU

2/21/2019

11,991

—

2/21/2022

RSU

8/1/2019

29,333

—

8/1/2022

RSU

2/21/2020

9,989

—

2/21/2023

RSU

2/17/2021

11,002

—

2/17/2024

PSA

2/21/2020

—

14,984

12/31/2022

PSA

2/17/2021

—

15,121

12/31/2023

Total

62,315

30,105

Wolfgang Laures

RSU

2/21/2020

6,642

—

2/21/2023

RSU

2/17/2021

7,995

—

2/17/2024

PSA

2/21/2020

—

9,962

12/31/2022

PSA

2/17/2021

—

10,988

12/31/2023

Total

14,637

20,950

Eileen L. Beck

RSU

2/21/2019

7,319

—

2/21/2022

RSU

2/21/2020

6,097

—

2/21/2023

RSU

2/17/2021

6,013

—

2/17/2024

PSA

2/21/2020

—

9,146

12/31/2022

PSA

2/17/2021

—

8,263

12/31/2023

Total

19,429

17,409

~~(2)~~	Represents RSUs that vest 100% on the fifth anniversary of the grant date. Mr. Parrini was granted 100,000 units on December 12, 2013; Mr. Jacunski was granted 15,892 units on February 26, 2014 and 24,728 units on April 6, 2016; Mr. Astley was granted 10,371 units on February 26, 2014; Mr. Hess was granted 26,716 units on January 6, 2017; and Mr. Rapp was granted 14,988 units on February 26, 2014. All others are RSUs granted as part of the 2017 annual grants with three-year vesting requirements.
2022 PROXY STATEMENT ›			72

~~(3)~~	~~Calculated based on the closing price of the Company’s common stock on December 29, 2017 ($21.44).~~
EXECUTIVE COMPENSATION

~~(4)~~

The amount shown reflects the aggregate target amount of PSAs granted February 26, 2015, February 25, 2016 and February 23, 2017 vesting December 31, 2017, December 31, 2018 and December 31, 2019, respectively. The actual number of shares to be paid out ranges from 0% to 200% of the target amount, depending upon attainment of performance goals. In February 2018, the Board confirmed a payout of 54.7% was achieved for the PSAs granted on February 26, 2015. The Board also confirmed a payout of 93.4% was achieved for the PSAs granted on February 25, 2016; payouts are subject to time-based vesting through December 31, 2018.

42 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

~~2017~~2021 Options Exercised and Stock Vested

The following table, including footnotes, sets forth information concerning ~~SOSARs exercised~~stock grants that vested during fiscal ~~2017. No other stock grants vested or were exercised in 2017.~~

Stock Awards

No. of Shares
Acquired
on Exercise
of SARs⁽¹⁾

Value
Realized
on Exercise of SARs⁽²⁾

Total Value
Realized from
all Exercised
and Vested
Grants

Parrini

16,418

$
344,115

$
344,115

Jacunski

9,777

204,920

204,920

Astley
—

—

—

Hess
—

—

—

Rapp
—

—

—

year 2021:

~~(1)~~

~~Represents the appreciation, in shares, of SARs granted to Mr. Parrini and Mr. Jacunski on March 5, 2008 having an expiration date of March 5, 2018.~~


	Option Awards			Stock Awards
	No. of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		No. of Shares Acquired on Vesting (Payout)		Value Realized on Vesting				Total Value Realized from all
				# PSAs (1)	# RSUs (2)	$ PSAs (3)		$ RSUs (4)		Exercised and Vested Grants ($)
Parrini	—	$	—	39,733	35,631	$	683,408	$	568,671	$	1,252,078
Hillard	—	$	—	7,238	41,029	$	124,494	$	670,020	$	794,514
Astley				9,137	8,193	$	157,156	$	130,760	$	287,917
Laures	—	$	—	—	—	$	—	$	—	$	—
Beck	—	$	—	5,577	5,001	$	95,924	$	79,816	$	175,740

~~(2)~~

~~Based on the $20.96 closing price of the Company’s common stock on the October 31, 2017 exercise date.~~

~~2017 Pension Benefits~~

~~PENSION PLAN OVERVIEW~~

~~QUALIFIED PLANS~~

~~All U.S.-based NEOs participate~~(1)Represents PSAs granted on February 21, 2019, and accrued dividend equivalents in the ~~Qualified Pension Plan,~~form of additional shares, with a performance period of January 1, 2019–December 31, 2020, subject to a three-year TSR modifier. Shares vested on December 31, 2021, for which ~~is a tax-qualified defined benefit pension plan. The Qualified Pension Plan has two methods under~~shares were calculated as of December 31, 2021 and paid thereafter.

(2)Represents RSUs granted on February 22, 2018 for Messrs. Parrini, Hillard, and Astley, and Ms. Beck, which ~~participant benefits are determined,~~vested February 22, 2021, and RSUs granted on February 22, 2018 and December 20, 2018 for Mr. Hillard, which vested on February 22, 2021 and December 20, 2021, in each case including accrued dividend equivalents in the ~~traditional pension~~form of additional RSUs.

(3)Based on the closing price of the Company’s common stock of $17.20 for shares vested as of December 31, 2021 and paid thereafter.

(4)Based on the closing price of the Company’s common stock on February 21, 2021 of of $15.96 for shares that vested as of February 22, 2021, and the ~~cash balance pension.~~

~~Traditional Pension (closed to new entrants since 2007)~~

~~Messrs. Parrini, Jacunski and Hess were plan participants on January 1, 2007, and are eligible~~closing price of $16.40 for ~~a normal unreduced retirement pension (“traditional pension”) beginning at age 65 equal to:~~

shares that vested as of December 20, 2021.

~~1.4% of final average compensation multiplied by years of benefit service~~

~~(to a maximum of 25)~~

2022 PROXY STATEMENT ›

+

~~0.5% of final average compensation for each year of benefit service in excess of 25~~

73

~~Final average~~


EXECUTIVE COMPENSATION

2021 Retirement Benefits

401(k) PLAN OVERVIEW

The Company’s long-standing U.S. qualified Retirement Plan was terminated in 2019, and liabilities to participants were settled. Approximately $14 million of the amount that would otherwise have reverted to the Company from the terminated Retirement Plan was transferred to the 401(k) plan in 2020 and will be allocated to 401(k) plan participants as Company contributions over seven years, starting in 2020. The allocation percentage will vary year to year, consistent with the Code requirements.

The 2021 annual allocation to participant accounts in the 401(k) plan was 10% of participant compensation ~~(“FAC”) means~~(base salary plus earned annual short-term incentive), up to the ~~participant’s highest average compensation over~~Code limits.

The below chart explains the allocations under the 401(k) Plan for the NEOs:


NEO			401(k) Plan: 2021 Company Contribution Allocation
Messrs. Parrini, Hillard, and Astley, and Ms. Beck			10% Company contribution on eligible earnings (base salary and earned annual short-term incentive), with earnings capped at the Code limit.

MR. LAURES’S RETIREMENT BENEFIT

Mr. Laures participates in a Swiss defined contribution plan which provides the mandatory minimum benefit for all employees hired in Switzerland. Mr. Laures participates in the plan on the same terms and conditions as all other Swiss employees. The Swiss defined contribution plan provides for the contribution of an annual amount based on a percentage of salary and bonus and the participant's age. Employees may also make contributions based on a percentage of salary and bonus and age. Based on Mr. Laures’s age, in 2021, the Company contributed 7.5% of eligible salary (base salary plus bonus paid).

NON-QUALIFIED PLAN

Frozen Supplemental Executive Retirement Plan

The Company froze the benefits for all participants in the SERP effective December 31, 2019, so no additional benefits have accrued for any ~~consecutive five-year period that spans~~NEO under the ~~ten-year period~~SERP after December 31, 2019 and no new participants are eligible to participate. As of January 1, 2020, the present value of the frozen SERP benefits for Messrs. Parrini, Hillard, and Astley, and Ms. Beck were credited to the new NQDCP established by the Company and will accrue interest annually using the Moody’s Aa bond yield for the month the interest rate is set (which is November of the year preceding the year for which interest is credited). The frozen SERP balances, with interest, will be paid in the same form and conditions as previously provided for under the SERP. Although the frozen SERP balances have been subsumed within the new NQDCP, the Company has accounted for them as a separate defined benefit plan in its financial statements. Accordingly, the Company has disclosed the frozen SERP balance information in the Pension Benefits table.

The following table summarizes the terms of the ~~participant’s retirement.~~

~~Eligible compensation includes salary as listed in the Summary Compensation Table plus paid non-equity incentive plan compensation (to a maximum of the IRS limit, which was $270,000 for 2017).~~

The Qualified Pension Plan provides for early retirement benefits for participants who retire at or after age 55 and prior to age 65. The amount of the monthly early retirement pension is reduced due to early commencement, at the rate of 2.5% per year.

frozen SERP:

~~Cash Balance Pension~~

Mr. Astley was hired after January 1, 2007, and therefore participates in the cash balance pension. At the end of each month, the Company determines contribution credits equal to 5.5% of eligible monthly base pay. Interest is accrued on the account balance at the end of each month based on an external index (Moody’s AA Nominal bond yield). Full vesting occurs after three years of service.

~~Mr. Rapp’s Pension Agreement~~

~~Mr. Rapp is covered under a Retirement Pension Contract, dated October 31, 2007, negotiated with the Company at the time of his hire to offset loss from his prior employer. Under this~~

~~arrangement, he is eligible for a normal retirement benefit after having attained age 65.~~

Mr. Rapp’s normal retirement benefit is based on 1.5% of his pensionable income multiplied by his years of service. Pensionable income is the average of his base pay plus bonus for the five years immediately preceding his retirement. Mr. Rapp is eligible for an early retirement benefit after reaching age 60. His early retirement benefit equals his normal retirement benefit reduced by 2.5% per year. Mr. Rapp’s normal form of benefit is a 60% joint-and-survivor annuity.

~~2018~~ ~~PROXY STATEMENT~~ › 43

~~EXECUTIVE COMPENSATION~~

~~NON-QUALIFIED PENSION PLANS~~

~~The Company also sponsors for certain executives non-qualified pension plans, providing benefits that coordinate with and supplement the pension plan benefits.~~

~~Supplemental Executive Retirement Plan (SERP)~~

The SERP consists of post-employment benefits for certain NEOs who have been approved for participation by the Compensation Committee, or by the independent members of the Board in the case of the CEO.


Restoration ~~Pension~~ Benefit			The ~~Restoration Pension~~restoration pension benefit under the SERP ~~provides~~(the “Restoration Pension”) provided those ~~executives~~participants whose benefits under the ~~Qualified Pension are~~Retirement Plan were reduced due to legal limits with a supplemental pension benefit. The supplemental benefit ~~restores~~restored the portion of the pension benefit that was earned but not able to be paid under the ~~Qualified Pension~~Retirement Plan because of the legal limits provided in the Code. The Restoration Pension iscalculation considered, as a reduction to the benefit, the participant’s Retirement Plan benefits and certain 401(k) contributions. The Restoration Pension was generally paid in the form of an annuity, except that small benefit amounts ~~are~~were paid in a lump sum. Employees will generally be eligible for the Restoration Pension if they have at least one year of pensionable compensation in excess of the Code’s annual compensation limit for qualified pension plans. Participants ~~are~~were vested in their Restoration Pension ~~except in the event of termination for cause~~benefits. Messrs. Parrini, Hillard, and ~~after meeting certain service requirements.~~ Astley, and Ms. Beck had Restoration Pension benefits.
Final Average Compensation ~~Pension~~ Benefit			The ~~FAC Pension~~final average compensation pension under the SERP ~~pays~~(the “FAC Pension”) paid a pension benefit equal to 2% of the ~~executive’s~~participant’s average compensation over the five years immediately preceding his retirement, multiplied by the participant’s years of benefit service under the ~~Qualified Pension~~Retirement Plan, up to a maximum of 27.5 years. The FAC Pension benefits ~~are~~were offset against the Restoration Pension and ~~Traditional Pension~~Retirement Plan ~~benefits.~~ ~~The FAC Pension only vests at age 55~~benefits and is payable following the executive’s retirement on or after age 55. If the FAC Pension is payable prior to age 62, the monthly amount of the benefit is reduced to reflect its early commencement. A survivor benefit is also payable under the FAC Pension to the participant’s surviving spouse in the event of the participant’s death before the FAC Pension commences. certain 401(k) contributions. Only Mr. Parrini iswas eligible for the FAC ~~Pension. If Mr. Parrini receives a FAC~~ Pension, ~~his benefit will be paid~~which was payable in a lump sum. In the event of a change in control of the Company, the FAC Pension will vest regardless of age, and his FAC Pension benefit will be fixed at 55% of his average final compensation as though he reached normal retirement as defined under the plan.sum after separation from service. Mr. Parrini’s FAC Pension ~~is currently unvested.~~ vested in 2019, when he attained age 55.

~~Supplemental Management Pension~~


2022 PROXY STATEMENT ›			74


EXECUTIVE COMPENSATION

Non-Qualified Deferred Compensation Plan ~~(SMPP)~~

The ~~SMPP provides an Early Retirement Supplement~~Company maintains the NQDCP, which coordinates with the 401(k) plan whereby participants will receive a Company contribution of up to ~~benefits otherwise provided by~~7% on earnings in excess of the ~~Qualified Pension Plan if the participant retires early. Normal retirement age~~annual Code earnings limit. In addition, executives may elect to defer compensation under the ~~Qualified Pension Plan is age 65; however, under the Qualified Plan, a participant who is at least age 55 may either:~~

~~Elect early retirement and receive a reduced monthly early retirement pension that begins immediately following retirement, or~~

~~Postpone the start of the pension until a later date, but not later than age 65.~~

~~If the participant agrees to postpone his or her Qualified Pension Plan pension until at least 36 months following early retirement date, then the Early Retirement Supplement will pay a~~

supplemental benefit during the 36-month period. The Early Retirement Supplement is equal to the sum of the monthly amount of the Qualified Pension Plan benefit and the SERP Restoration Pension benefitNQDCP. Accounts in the ~~form of a single life annuity. The benefit begins~~NQDCP attributable to Company contributions and participant deferrals are credited with earnings based on the ~~first day~~investment return of ~~the month following early retirement and continues for 36 months (or until normal retirement date), at~~funds in which ~~time the Qualified Pension Plan pension begins~~such participant accounts are invested on a notional basis. The NQDCP only applies to ~~be paid, subject to a six-month delay as applicable under Section 409A of the Code. Messrs. Jacunski and Hess participate in the SMPP.~~U.S. employees, so Mr. ~~Parrini~~Laures does not participate in the ~~SMPP since he is eligible for~~NQDCP.

Given the ~~FAC pension benefits.~~

hybrid nature of the NQDCP, the frozen SERP balances in the NQDCP are considered a defined benefit plan on the Company’s financial statements and are reflected in the “Pension Benefits” table below, and the Company contribution and participant deferral portions of the NQDCP are considered a defined contribution plan and reflected in the “Non-Qualified Deferred Compensation” table below.

44 › ~~P. H. GLATFELTER COMPANY~~

~~EXECUTIVE COMPENSATION~~

~~CURRENT~~ PENSION BENEFITS ~~OF NEOS~~

The following table, including footnotes, sets forth information concerning pension benefits (frozen SERP balances) during fiscal year ~~2017.~~

2021.

Name
Age

Plan Name
Number of
Years Credited
Services
(#)

Present
Value of
Accumulated
Benefit ($)⁽¹⁾

Payments
During Last
Fiscal Year
($)

Parrini ⁽²⁾

53

Traditional Pension

20

772,000

—

SERP - FAC Pension

20

3,438,000

—

SERP - Restoration Pension

20

4,163,000

—

Jacunski

52

Traditional Pension

14

468,000

—

SERP - Restoration

14

931,000

—

SMPP

14

94,000

—

Astley ⁽³⁾

44

Cash Balance Pension

7

113,000

—

SERP - Cash Balance

7

17,000

—

Hess

51

Traditional Pension

24

891,000

—

SERP - Restoration

24

393,000

—

SMPP

24

169,000

—

Rapp⁽⁴⁾

58

Pension Agreement

15

2,412,000

—


Name	Age	Plan Name	Number of Years Credited Services (#)(1)	Present Value of Accumulated Benefit ($) (2)
Dante C. Parrini	57	Frozen SERP - FAC Pension	22	$	5,585,000
		Frozen SERP - Restoration Pension	22	$	6,687,000
Samuel L. Hillard	40	Frozen SERP - Restoration Pension	3	$	9,000
Christopher W. Astley	48	Frozen SERP - Restoration Pension	9	$	36,000
Eileen L. Beck	59	Frozen SERP - Restoration Pension	8	$	4,000

(1)Years of Credited Service is based on the date that the SERP was frozen (i.e., December 31, 2019). Accordingly, there is a difference between the number of years of service that were credited to each NEO for purposes of calculating the frozen SERP benefit and each NEO’s actual years of service with the Company. The NEOs’ actual years of service with the Company as of December 31, 2021 were as follows: Mr. Parrini - 24 years; Mr. Hillard - 5 years; Mr. Astley - 11 years; and Ms. Beck - 10 years.

(2)The SERP was frozen as of December 31, 2019 and all NEOs are vested in the benefit, but no longer accrue service. Although the frozen SERP balances were incorporated into the new NQDCP, they are accounted for as a separate defined benefit plan and disclosed accordingly.

(3)For Messrs. Parrini, Hillard, and Astley, and Ms. Beck, the Present Value of Accumulated Benefits is based on the present value of the frozen SERP balances in the NQDCP as of December 31, 2021, as shown in the table below. The present value of accumulated benefits is based on actuarially determined assumptions including: (i) discount rate of 2.88% (SERP II for U.S. GAAP Accounting); (ii) Moody’s Aa Average for November 2021 interest crediting rate of 2.77%%; and (iii) and assumed retirement age.

The frozen SERP balances in the NQDC Plan as of December 31, 2021, including interest credited for the 2021 fiscal year (at the annual rate of 2.47%) are set forth in the below table:


Name	Frozen SERP Balance as of 12/31/2020		Interest Credited for 2021		Frozen SERP Balance as of 12/31/2021
Dante C. Parrini	$	12,027,730	$	297,085	$	12,324,815
Samuel L. Hillard	$	9,080	$	223	$	9,303
Christopher W. Astley	$	35,765	$	883	$	36,648
Eileen L. Beck	$	4,340	$	106	$	4,446

~~(1)~~	The present value of accumulated benefits above is based on actuarially determined assumptions including (i) discount rates of 3.89% (traditional Pension), 3.92% (SERP-FAC, Restoration and Cash Balance), 3.64% (SMPP) and 1.80% (Mr. Rapp); (ii) mortality rates for U.S.-based employees are derived from RP-2014 generational mortality tables backed off to 2006 and projected forward using the MP-2017 projection scale and for Mr. Rapp the Heubech Richtafeln 2005G mortality table; and (iii) assumed retirement ages based on the earliest retirement age for an unreduced pension based on plan provisions with no pre-retirement terminations from the plan assumed. Assumed commencement ages by plan:
2022 PROXY STATEMENT ›			75


EXECUTIVE COMPENSATION

Name
Traditional or Cash Balance Pension/Pension Agreement
SERP-Restoration or SMPP
SERP-FAC Pension
Parrini
63
63
62
Jacunski
65
65 (SMPP-62)
N/A
Astley
65
65
N/A
Hess
62
62 (SMPP-59)
N/A
Rapp
65
N/A
N/A

NON-QUALIFIED DEFERRED COMPENSATION

The following table, including footnotes, sets forth information concerning non-qualified deferred compensation benefits (Company contributions and participant deferrals under the NQDCP) during 2021 fiscal year.


Name	Executive Contributions in 2021(1)		Registrant Contributions in 2021		Aggregate Earnings in 2021(2)		Aggregate balance at last FYE
Dante C. Parrini	$	—	$	144,243	$	9,742	$	153,985
Samuel L. Hillard	$	—	$	30,646	$	3,978	$	34,624
Christopher W. Astley	$	9,879	$	33,023	$	2,240	$	45,142
Eileen L. Beck	$	—	$	16,489	$	159	$	16,648

(1)For Messrs. Parrini, Hillard, and Astley, and Ms. Beck, these amounts reflect the Company contributions to the NQDCP for 2021 and the participants’ elective deferrals into the NQDCP in 2021. These amounts do not reflect the frozen SERP balances in the NQDCP, which are reflected in the above Pension Benefits Table and supplemental table under “Pension Benefits” as described on page 75.

(2)Represents earnings on the accounts attributable to Company contributions and participant deferrals to the NQDCP, based on the investment return of funds in which such participant accounts were invested on a notional basis. Interest on the frozen SERP balances is not included in the foregoing table, and, instead, is described on page 75 under “Pension Benefits.”

~~(2)~~	Mr. Parrini’s FAC Pension benefit under the SERP is unvested. As of December 31, 2017 his vested SERP benefit was the amount shown as the Restoration Pension. The FAC Pension shown is the FAC Pension after offset against the Restoration Pension and the Traditional Pension.
2022 PROXY STATEMENT ›			76

~~(3)~~	~~The accrued value of Mr. Astley’s cash balance pension benefit is approximately $139,000.~~
EXECUTIVE COMPENSATION

~~(4)~~

Mr. Rapp’s years of credited service include 4 years of pre-participation service granted under his contractual agreement. The portion of the present value of Mr. Rapp’s accumulated benefit attributable to this 4-year service credit is $643.000.

~~2018~~ ~~PROXY STATEMENT~~ › 45

~~EXECUTIVE COMPENSATION~~

Potential Payments upon ~~Termination~~Termination or Change in Control


EXECUTIVE TERMINATION GUIDELINES

~~EXECUTIVE TERMINATION GUIDELINES~~

Payments made to aan NEO upon involuntary termination by the Company without cause are made in accordance with the Company’s executive termination guidelines. The executive termination guidelines do not apply if the NEO is eligible to receive payments under a ~~Change in Control~~CIC Agreement upon a termination of employment. The table on the following page describes benefits payable under the executive termination guidelines.

~~CHANGE IN CONTROL AGREEMENTS AND DOUBLE TRIGGER EQUITY VESTING~~


CHANGE IN CONTROL AGREEMENTS AND DOUBLE TRIGGER EQUITY VESTING

The Company has entered into a ~~Change in Control~~CIC Agreement with each NEO as described in the CD&A. Under these agreements, each ~~executive’s~~NEO’s employment with the Company will continue for two years from the date of a change in control or each ~~executive~~NEO will become entitled to severance payments and benefits upon termination under certain conditions within such two-year period. During such period, the ~~employee~~NEO will continue in a position at least equal to the position held prior to the change in control and will receive compensation and benefits from the Company at least equal to those paid prior to the change in control. The table below describes the benefits payable under the CIC Agreements.

Change in ~~Control Agreements.~~

~~Change in Control.~~ Control:Under ~~Change in Control~~the CIC Agreements, change in control means:

•the acquisition of direct or indirect beneficial ownership of 20% or more of the combined voting power of the Company’s outstanding voting securities by any person, entity, or group, excluding the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries; and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, ~~P. H. Glatfelter;~~

the Company;

•in any 12-month period, the ceasing of individuals who constitute the Board to constitute at least a majority of the Board, other than any person becoming a director whose election was approved by at least a majority of incumbent directors, excluding any such person whose initial election occurs as a result of an actual or threatened election contest; or

•

the consummation of (i) a reorganization, merger or consolidation in which shareholders of the Company immediately prior to such event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities; or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company to a third party.

•the consummation of (i) a reorganization, merger, or consolidation in which shareholders of the Company immediately prior to such event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged, or consolidated company’s then outstanding voting securities; or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company to a third party.

Tax Gross-Up ~~Payments.~~ Payments:~~For Change in Control~~ CIC Agreements in effect before 2011 (including ~~Messrs. Parrini, Jacunski and Rapp),~~Mr. Parrini’s CIC Agreement) provide that, if any payment ~~contingent on a change in control~~ is subject to excise tax under the Code, ~~then~~ an additional gross-up payment will be made to the executive. The gross-up payment will effectively place the executive ~~so that the amount he receives on a net basis will be~~in the same ~~amount he would have received~~net position as without the excise tax. No changes have been made to Mr. Parrini’s CIC agreement since 2011. Beginning in 2011, the provision for excise tax gross-ups was eliminated from CIC Agreements entered into thereafter. As such, the ~~new Change in Control~~CIC Agreements ~~for Company executives.~~of Messrs. Astley and ~~Hess’s Change in Control Agreements therefore~~Hillard and Ms. Beck do not contain a tax gross-up provision.

“Double Trigger” ~~Provisions.~~ Provisions:Under equity grant agreements, a double trigger provision accelerates vesting in the event of a change in control if the executive is terminated without cause or resigns with good reason (as those terms are defined in the ~~agreements)~~CIC Agreements).

46
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			77

~~EXECUTIVE COMPENSATION~~


EXECUTIVE COMPENSATION

The following table describes how each element of the NEO’s post-employment compensation would be treated in the event of termination, with and without a change in control:


Type of Post-Employment Compensation/Treatment upon Termination	Termination without Cause by the Company or for Good Reason by the NEO following a Change in Control	Termination Not in Connection with a Change in Control
Cash Severance	The NEO receives a severance payment in an amount equal to •to: ◦two times the NEO’s annual base salary (at the highest rate achieved before the date of termination), plus • ◦the NEO’s annual bonus, defined as the greater of the NEO’s three-year average bonus or the NEO’s target bonus.	The Compensation Committee may authorize severance benefits if determined to be appropriate. In the past, the Company has agreed to provide severance benefits to departing executive officers in exchange for definitive termination agreements. In the event of termination by the Company without cause, the executive termination guidelines provide for ~~the following:~~ •~~Cash~~cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to the following maximums (the severance period), depending on an executive’s level: ◦ oChief Executive Officer: 24 months o ◦Executive Vice Presidents and Senior Vice Presidents: 18 months ◦Vice Presidents: 12 months
Health & Welfare Benefits	For a period of two years after the date of termination, the Company continues to provide group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment, and travel accident insurance benefits at levels substantially equal to those that would have been provided if the ~~NEOs~~NEO’s employment had not been terminated. Outplacement assistance will be offered.	In the event of termination by the Company without cause, the executive termination guidelines provide for continuation of health benefits through the length of the severance period, Employee Assistance Program support, and payment of any accrued unused vacation. Outplacement assistance will be offered.
Short-Term Incentive Compensation (“MIP”)	The NEO receives a pro-rated bonus payment, based on the greater of the NEO’s three-year average bonus or the NEO’s target bonus.	The Compensation Committee may authorize a pro-rata bonus payment if determined to be appropriate in order to enter into a definitive termination agreement. In the case of termination due to death, disability, or retirement, the NEO receives a pro-rated award based on performance.


2022 PROXY STATEMENT ›			78


EXECUTIVE COMPENSATION


Type of Post-Employment Compensation/Treatment upon Termination	Termination without Cause by the Company or for Good Reason by the NEO following a Change in Control	Termination Not in Connection with a Change in Control
Long-Term Incentives ~~(“LTI”)~~	A “double trigger” provision applies, under which RSUs, SOSARs, and PSAs will accelerate vesting upon involuntary termination or good reason termination upon or following a change in control. PSAs will generally be deemed to have been earned at the greater of target or actual performance through the change in control. In the event of a change in control in which the Company’s stock is no longer the stock of the surviving entity, the Company will cause the surviving entity to issue replacement RSUs and PSAs. A value restoration payment with respect to any vested replacement SOSARs, RSUs, or PSAs will be paid based on the difference between the fair market value of the surviving entity’s common stock on the date of the change in control and, if less, the fair market value of the surviving entity’s common stock on the vesting date (which will include the date of the ~~Participant’s~~NEO’s involuntary ~~Separation~~separation from ~~Service~~service other than for Cause, or voluntary ~~Separation~~separation from ~~Service~~service for Good Reason). Any value restoration payment will include interest (at the prime rate of interest of the Company’s principal bank in effect on the vesting date for the period between the date of the change in control and the vesting date), and will be paid in cash within ~~thirty (30)~~30 days after the vesting date.	RSUs: If the NEO ceases employment other than upon death, disability, or retirement, unvested RSUs are forfeited. If the NEO is terminated for cause, outstanding RSUs, vested or unvested, are forfeited. ~~For grants prior to 2013 upon death, disability or retirement, unvested RSUs are pro-rated. For grants beginning in 2013, upon~~ Upon death or disability, vesting of RSUs is accelerated, and upon retirement, unvested RSUs are pro-rated. SOSARs: If the NEO ceases employment other than upon death, disability, retirement, or termination for cause, then, for a period of 90 days following such termination, the NEO may exercise any vested SOSARs. Unvested SOSARs are forfeited. If the NEO is terminated for cause, outstanding SOSARs, vested or unvested, are forfeited. Upon retirement, there is pro-rated vesting of SOSARs, and the SOSARs are exercisable for a period of 3 years or if shorter, until the end of the term. In the case of death or disability, all unvested SOSARs will accelerate and become fully vested and exercisable for three years from the date of such death or disability, or if shorter, until the end of the term. PSAs: If the NEO ceases employment, other than upon death, disability, or retirement, unvested PSAs are forfeited. Upon death, disability, or retirement after year one of the performance period, the NEO is entitled to receive a pro-rated award based on performance after the end of the performance period.

~~2018~~ ~~PROXY STATEMENT~~ › 47

~~EXECUTIVE COMPENSATION~~

~~Type~~RSU and PSA grants made to Mr. Parrini in 2020 and subsequent years will provide for continued vesting after retirement as long as Mr. Parrini continues in employment for 12 months after the date of ~~Post-Employment~~

~~Compensation/Treatment~~

~~upon Termination~~

Termination without Cause by the Company or
for Good Reason by the NEO following a

~~Change in Control~~

~~Termination Not in Connection with a~~

~~Change in Control~~

grant.

401(k) ~~& Pension~~

In the event that the NEO’s vesting service is insufficient to have earned ~~(a)~~ a vested interest in matching contributions under the Company’s 401(k) plan, ~~and (b) a vested interest in an accrued benefit under the Company’s Pension Plan,~~ the Company will pay to the NEO an amount equal to the ~~sum of:~~

~~- the~~ NEO’s unvested matching contribution account under the 401(k) ~~plan; and~~

~~- the actuarial present value of the NEO’s unvested normal retirement pension under the Pension Plan.~~

~~If the NEO is a participant in the Restoration Pension or the FAC Pension under the SERP, the NEO will become fully vested in the accrued benefit upon the change in control.~~

plan.

If a NEO leaves the Company before full vesting in the ~~employer matching~~employer-matching contributions under the 401(k) plan, then the non-vested portion is forfeited, except upon attainment of age 65 or death, which would accelerate vesting. Employee deferrals and rollover contributions are always vested.

~~Qualified Pension Plan:~~

~~Traditional – Participants are fully vested.~~

~~Cash Balance – Benefits under the plan generally vest upon three years of service, or upon death or attaining age 65 if earlier.~~

~~SERP and SMPP:~~

~~FAC Pension - Unvested FAC Pension is forfeited.~~

~~Restoration Pension – NEO participants are currently vested in the Restoration Pension (except forfeiture in the event of termination for cause).~~

~~SMPP - Participants vest upon the attainment of age 55.~~

~~Other:~~

Mr. Rapp is eligible for a pension benefit through a special contractual agreement, with normal retirement benefits payable after age 65 and early retirement benefits at age 60 (normal retirement benefits reduced by 2.5% per year prior to age 65).

48
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			79

~~EXECUTIVE COMPENSATION~~


EXECUTIVE COMPENSATION

QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table, including the footnotes that follow, describes the potential payments to the NEOs upon termination of employment or due to a change in control of the Company as if such termination or change in control occurred on December 31, ~~2017.~~

2021.

Name
Death or
Disability

Retirement

Involuntary Termination Without Cause

Change in
Control

Dante Parrini

Severance Payments ⁽¹⁾
N/A

N/A

$
2,951,050

$
4,869,325

RSUs⁽²⁾
$
2,726,954

$
1,866,598

$
-

$
2,726,954

SOSARs⁽²⁾
$
549,544

$
232,614

$
-

$
549,544

PSAs⁽²⁾⁽³⁾
$
631,165

$
631,165

$
-

$
1,821,200

Health & Welfare Benefits⁽⁴⁾
N/A

N/A

$
64,255

$
64,255

Outplacement Assistance
N/A

N/A

$
40,000

$
40,000

Pension⁽⁵⁾⁽⁶⁾
N/A

N/A

N/A

$
6,542,000

Excise Tax Gross-Up
N/A

N/A

N/A

$
6,164,170

Total
$
3,907,663

$
2,730,377

$
3,055,305

$
22,777,448

John Jacunski

Severance Payments⁽¹⁾
N/A

N/A

$
964,823

$
2,089,645

RSUs⁽²⁾
$
1,085,099

$
493,406

$
-

$
1,085,099

SOSARs⁽²⁾
$
201,936

$
85,477

$
-

$
201,936

PSAs⁽²⁾⁽³⁾
$
231,923

$
231,923

$
-

$
669,206

Health & Welfare Benefits⁽⁴⁾
N/A

N/A

$
51,280

$
68,373

Outplacement Assistance
N/A

N/A

$
30,000

$
30,000

Pension⁽⁵⁾
N/A

N/A

N/A

$
-

Excise Tax Gross-Up
N/A

N/A

N/A

$
1,135,882

Total
$
1,518,958

$
810,807

$
1,046,103

$
5,280,141

Christopher Astley

Severance Payments ⁽¹⁾
N/A

N/A

$
292,005

$
1,343,386

RSUs⁽²⁾
$
352,752

$
199,789

$
-

$
352,752

SOSARs⁽²⁾
$
122,914

$
52,028

$
-

$
122,914

PSAs⁽²⁾⁽³⁾
$
141,175

$
141,175

-

$
407,360

Health & Welfare Benefits⁽⁴⁾
N/A

N/A

$
55,034

$
73,378

Outplacement Assistance
N/A

N/A

$
30,000

$
30,000

Pension⁽⁵⁾
N/A

N/A

N/A

$
-

Total
$
616,841

$
392,993

$
377,039

$
2,329,790

Timothy Hess

Severance Payments ⁽¹⁾
N/A

N/A

$
691,475

$
1,368,750

RSUs⁽²⁾
$
684,558

$
137,318

$
-

$
684,558

SOSARs⁽²⁾
$
64,968

$
27,500

$
-

$
64,968

PSAs⁽²⁾⁽³⁾
$
74,625

$
74,625

$
-

$
279,577

Health & Welfare Benefits⁽⁴⁾
N/A

N/A

$
51,665

$
68,887

Outplacement Assistance
N/A

N/A

$
30,000

$
30,000

Pension⁽⁵⁾
N/A

N/A

N/A

$
-

Total
$
824,151

$
239,444

$
773,140

$
2,496,740

Martin Rapp

Severance Payments ⁽¹⁾
N/A

N/A

$
729,549

$
1,514,942

RSUs⁽²⁾
$
420,996

$
269,106

$
-

$
420,996

SOSARs⁽²⁾
$
96,578

$
40,880

$
-

$
96,578

PSAs⁽²⁾⁽³⁾
$
110,916

$
110,916

$
-

$
315,854

Health & Welfare Benefits⁽⁴⁾
N/A

N/A

$
1,870

$
2,493

Outplacement Assistance
N/A

N/A

$
30,000

$
30,000

Pension⁽⁶⁾
N/A

N/A

N/A

$
-

Excise Tax Gross-Up⁽⁷⁾
N/A

N/A

N/A

$
721,325

Total
$
628,490

$
420,902

$
761,419

$
3,102,188


Name	Death or Disability				Retirement		Involuntary Termination Without Cause				Termination Following CIC
Dante C. Parrini
Severance Payments (1)	N/A				N/A		$	3,666,926			$	5,250,000
RSUs (2)(3)	$	4,224,699			$	1,714,529	$	0			$	4,224,699
PSAs (2)(3)(4)	$	1,073,945			$	1,425,330	$	0			$	2,167,682
Health & Welfare Benefits (5)	N/A				N/A		$	29,421			$	78,166
Outplacement Assistance	N/A				N/A		$	40,000			$	40,000
Pension (6)	N/A				N/A		N/A				$	0
Excise Tax Gross-Up (7)	N/A				N/A		N/A				$	2,486,205
Total	$	5,298,644			$	3,139,859	$	3,736,347			$	14,246,752
Samuel L. Hillard
Severance Payments (1)	N/A				N/A		$	249,642			$	1,600,990
RSUs (2)	$	509,739			$	301,269	$	0			$	509,739
PSAs (2)(4)	$	256,280			$	256,280	$	0			$	516,980
Health & Welfare Benefits (5)	N/A				N/A		$	8,173			$	70,218
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	766,019	$	0	$	557,549	$	287,815			$	2,727,927
Christopher W. Astley
Severance Payments (1)	N/A				N/A		$	570,766			$	1,657,600
RSUs (2)	$	1,001,521			$	708,359	$	0			$	1,001,521
PSAs (2)(4)	$	246,058			$	246,058	$	0			$	495,756
Health & Welfare Benefits (5)	N/A				N/A		$	18,042			$	69,890
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	1,247,579			$	954,417	$	618,808			$	3,254,767
Wolfgang Laures
Severance Payments (1)	N/A				N/A		$	101,277			$	1,736,678
RSUs (2)	$	241,402			$	105,126	$	0			$	241,402
PSAs (2)(4)	$	168,818			$	168,818	$	0			$	345,273
Health & Welfare Benefits (5)	N/A				N/A		$	423			$	25,281
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	410,220			$	273,944	$	131,700	$	0	$	2,378,634
Eileen L. Beck
Severance Payments (1)	N/A				N/A		$	334,423			$	1,136,223
RSUs (2)	$	314,123			$	199,286	$	0			$	314,123
PSAs (2)(4)	$	144,796			$	144,796	$	0			$	286,414
Health & Welfare Benefits (5)	N/A				N/A		$	13,626			$	49,456
Outplacement Assistance	N/A				N/A		$	15,000			$	15,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	458,919			$	344,082	$	363,049			$	1,801,216

(1)In the event of an involuntary termination without cause, cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to 24 months for the CEO, 18 months for Senior Vice Presidents, and 12 months for Vice Presidents. The notional bonus is calculated as the lesser of (i) the target bonus for the terminated executive in the year of termination; or (ii) the average of annual bonuses paid to the terminated executive with respect to the three fiscal years preceding the year of termination.

~~(1)~~	In the event of an involuntary termination without cause, cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to 24 months for the CEO and 18 months for the NEOs other than the CEO. The notional bonus is calculated as the lesser of (i) the target bonus for the terminated executive in the year of termination or (ii) the average of annual bonuses paid to the terminated executive with respect to the three fiscal years preceding the year of termination.
2022 PROXY STATEMENT ›			80


EXECUTIVE COMPENSATION

(2)

The values above represent awards for which vesting fully or partially accelerates upon termination as a result of death, disability or retirement, as applicable. The values are calculated (a) based on the closing price of $21.44 of the Company’s common stock on December 31, 2017, and (b) as if death, disability or retirement had occurred on December 31, 2017. For change in control, the value assumes vesting (as determined under applicable award agreements) and exercise or payment on December 31, 2017. Upon involuntary termination without cause, unvested RSUs, SOSARs and PSAs are forfeited.

~~2018~~ ~~PROXY STATEMENT~~ › The values above represent awards for which vesting fully or partially accelerates upon termination as a result of death, disability, or retirement, as applicable. The values are calculated (a) based on the closing price of $17.20 of the Company’s common stock on December 31, 2021, and (b) as if death, disability, or retirement had occurred on December 31, 2021. For change in control, the value assumes vesting (as determined under applicable award agreements) and exercise on December 31, 2021. Upon an involuntary termination without cause, unvested RSUs and PSAs are forfeited. Assumes achievement of a target performance level at the end of the performance period.

(3)49RSU and PSA grants made to Mr. Parrini in 2020 and subsequent years will provide for continued vesting after retirement as long as Mr. Parrini continues in employment for 12 months after the date of grant (shown above as if vesting was accelerated).

~~EXECUTIVE COMPENSATION~~

(4)Assumes achievement of a target performance level at the end of the performance period.

(5)Based on current type of coverage and premium levels.

(6)Represents the actuarial present value of unvested retirement plans based on the maximum applicable benefit formula level. Present values have been calculated consistent with calculations in the Pension Benefits table.

(7)The CIC agreement of Mr. Parrini, which was entered into before 2011, contains a tax gross-up provision.

~~(3)~~
Assumes achievement of a target performance level at the end of the performance period, except that PSAs for 2016-2017 performance period are based on the earned number of shares (including dividend equivalent shares) which were subject to one-year of additional service-based vesting on December 31, 2017.2022 PROXY STATEMENT ›			81

~~(4)~~	~~Based on current type of coverage and premium levels.~~
EXECUTIVE COMPENSATION

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Parrini, our CEO. For 2021, our ratio was estimated as follows:

~~(5)~~	~~Represents the actuarial present value of unvested retirement plans based on the maximum applicable benefit formula level. Present values have been calculated consistent with calculations~~
Name		Annual Total Compensation (in the Pension Benefits table. In the event of termination on December 31, 2017 Mr. Jacunski, would not be entitled to an Early Retirement Supplement under the SMPP, because he would have been under the age of 55 at the time of termination. 000x)(1)
CEO		$4,632.7
Median Employee		$53.8
CEO Pay Ratio		86:1

(1)Annual total compensation includes compensation calculated for purposes of the Summary Compensation Table, as well as benefit premiums for the CEO, and the market-competitive compensation and benefits for the median employee.

•SEC rules provide that we may use the same median employee for three years before identifying a new median employee, provided that during our last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. In accordance with Part 2 of Instruction 7 to Item 402(u) and as described in further detail below, we have omitted from our employee population certain employees who became employees of the Company as the result of acquisitions completed during fiscal year 2021. Except with respect to these acquisitions, we believe that there have been no material changes in our employee population or our compensation arrangements in fiscal 2021 that would result in a material change in our pay ratio disclosure or our median employee. As such, we used the same median employee as 2020 with compensation data refreshed for the ratio calculation, consistent with previous methodology.

•Our employee population data described above does not include approximately 112 employees of Mount Holly, which we acquired in May 2021, and approximately 766 employees of Jacob Holm, which we acquired in October 2021.

•We calculated all of the elements of the median employee’s compensation and the CEO’s compensation for fiscal year 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K.

•In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise.

~~(6)~~	Mr. Parrini has not attained age 55, so he has not vested in the FAC Pension. He would have received the Restoration Pension (and no FAC Pension) upon termination as of December 31, 2017 in the absence of a change in control. The FAC Pension is offset against the Restoration Pension and the Traditional Pension. In the event of a change in control, his FAC Pension will vest, and the applicable percentage of final average compensation will be fixed at 55%. The Pension shown is the additional FAC Pension that vests upon a change in control.
2022 PROXY STATEMENT ›			82

~~(7)~~	~~Subject to applicability.~~
Certain Relationships and Related Transactions

50 › ~~P. H. GLATFELTER COMPANY~~

~~Certain Relationships and Related Transactions~~

Related Party Transactions Policy

The NCG Committee (or its Chair, under some circumstances) will review the relevant facts of all proposed Related Person Transactions and either approve or disapprove of the entry into the Related Person Transaction.

For purposes of this review, as defined in the NCG Committee Charter, a “Related Person Transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) involving an amount that is at least $120,000, and in which the Company was, is, or will be a participant, and in which any Related Person had, has, or will have a direct or indirect material interest. A “Related Person” is generally any person who is, or at any time since the beginning of the Company’s last fiscal year was, (i) a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. There were no Related Person Transactions during ~~2017.~~

2021.

Related Person Transactions are approved only if they are determined to be in, or not inconsistent with, the best interests of the Company and its shareholders. No director may participate in any consideration or approval of a Related Person Transaction in which he or she, or any of his or her immediate family members or related entities, is the Related Person.

If a Related Person Transaction that has not been previously approved or ratified is discovered, the NCG Committee, or its Chair, will promptly consider all of the relevant facts. If the

transaction is ongoing, the NCG Committee will consider all options and may ratify, amend, or terminate the Related Person Transaction. If the transaction has been completed, the NCG Committee will consider if rescission of the transaction is appropriate and if disciplinary action is warranted. The NCG Committee will review all ongoing Related Person Transactions on an annual basis to determine whether to continue, modify, or terminate the Related Person Transaction.

In reviewing the relevant facts related to all proposed Related Person Transactions, the NCG Committee, or its Chair, will take the following considerations into account, along with other factors it deems appropriate:

•the benefits to the Company of the ~~transactions;~~

transaction

•the impact on a director’s independence, in the event the “Related Person” is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive ~~officer;~~

officer

•the availability of other sources for comparable products or ~~services;~~

services

•the terms of the ~~transaction; and~~

transaction

•the terms available from unrelated third parties or to employees ~~generally.~~

generally

To the extent that the NCG Committee, or its Chair, needs additional information to make an informed decision regarding a proposed Related Person Transaction, the NCG Committee, or its Chair, may consult with Management ~~of the Company~~ or other members of the Board.

~~Compensation Committee Interlocks and Insider Participation~~


2022 PROXY STATEMENT ›			83

The current members of the Company’s Compensation Committee are Lee C. Stewart (Chair), Kathleen A. Dahlberg, Nicholas DeBenedictis and J. Robert Hall. No executive officer of the Company has served as a director or member of the

~~Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of the Compensation Committee of the Company.~~


Report of the Audit Committee

~~2018~~ ~~PROXY STATEMENT~~ › 51

~~Report of the Audit Committee~~

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, ~~2017~~2021 with the Company’s Management and its independent registered public accounting firm. The Company’s Management has advised the Audit Committee that such audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board. The Audit Committee has also discussed with Deloitte its independence from the Company and its Management. The Audit Committee has received a letter and written disclosures from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board, disclosing all relationships between Deloitte and its related entities and the Company. In addition to the information provided by Deloitte, the Audit Committee

considered the level of non-audit and tax services provided by Deloitte in determining that it was independent.

Based on the review and discussions described above, the Audit Committee recommended to the Company’s Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2021, for filing with the SEC.

The foregoing Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report by reference therein.

~~Richard C. Ill~~

Marie T. Gallagher (Chair)

~~Bruce Brown~~

Kathleen A. Dahlberg

~~Nicholas DeBenedictis~~

Darrel Hackett

J. Robert Hall

Lee C. Stewart

52
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			84

~~Frequently Asked Questions~~


Frequently Asked Questions (“FAQs”)

When and where is the Annual Meeting?

The ~~2018~~ Annual Meeting ~~of Shareholders~~ will be held on Thursday, May ~~3, 2018,~~5, 2022, at 9:8:00 a.m., Eastern Time via live audio cast at www.virtualshareholdermeeting.com/GLT2022 (Meeting Website). There will not be a physical location for the ~~York County History Center, Historical Society Museum, 250 East Market Street, York, PA 17403.~~

~~Who may~~Annual Meeting, and you will not be able to attend the meeting in person. To virtually attend the Annual Meeting, visit the Meeting Website and enter the 16-digit control number found on your proxy card, voting instruction form, or Notice of Annual Meeting (“Notice”).

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, you should call the technical support number that will be posted on the login page of the Meeting Website.

Who may virtually attend the Annual Meeting and what else is required for admittance?

Only shareholders of the Company’s common stock on ~~March 9, 2018 (the “Record Date”)~~the Record Date (March 15, 2022) may attend the Annual ~~Meeting, and those shareholders attending in person must present an admission ticket or other proof of stock ownership to~~meeting. To be admitted to the ~~Annual Meeting. For example, a shareholder~~Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form, or Notice. You may ~~present an account statement or a letter from his/her bank or broker confirming that the shareholder owned Company common stock on the Record Date.~~

~~For registered shareholders of the Company, an admission ticket is attached to their proxy card. Registered shareholders planning to attend the Annual Meeting are requested to~~ vote ~~in advance of~~your shares and ask questions during the Annual Meeting, by ~~telephone, internet or mail by completing~~following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual platform and ~~mailing in their proxy card, retaining~~ensure you can hear the ~~admission ticket and presenting~~streaming audio. Online access to the ~~ticket~~Meeting Website will be available starting at ~~the Annual Meeting if they plan to attend.~~

7:45 a.m., Eastern Time, on May 5, 2022.

Shareholders whose shares are registered in the name of a bank, broker or other institution are referred to as “beneficial owners” of Company stock. Beneficial owners should have received voting instructions or a proxy card from their broker or agent rather than from the Company and should follow the voting instructions provided by their broker or agent to ensure that their votes are counted.

What is the difference between a registered shareholder and a beneficial owner?

If your shares are registered in your name in the records of our transfer agent, Computershare Limited (“Computershare”), you are a “registered shareholder,” also sometimes called a shareholder ~~(or stockholder)~~ of record. If you are a registered shareholder, we sent ~~this~~the Notice directly to you.

If your shares are held in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner.” ~~This~~The Notice ~~has~~should have been forwarded to you by your broker, bank, or other holder of record, who is considered the shareholder of record for those shares. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record how to vote your shares by following the voting instructions included in the mailing.

Why did I receive these materials?

You are receiving these materials because, as a shareholder, the Company is soliciting your vote on matters to be considered at the ~~2018~~ Annual Meeting. The Notice, ~~of Annual Meeting,~~ this proxy statement, the accompanying proxy card, and our ~~2017 Annual Report to shareholders,~~2021 Form 10-K, were first sent or given to shareholders on or about March ~~29, 2018.~~31, 2022. Please read this proxy statement and vote your shares by mailing the attached proxy card, voting online at www.proxyvote.com, by telephone at 1-800-690-6903, or ~~in person at~~on the Meeting Website during the Annual Meeting. The

Board has appointed directors ~~Nicholas DeBenedictis~~Marie T. Gallagher and ~~Kevin M. Fogarty,~~Darrel Hackett, or either of them (the “Proxy Holders”) with power of substitution, to vote all ~~properly executed~~properly-executed proxies received from shareholders entitled to vote at the Annual Meeting or at any adjournment, continuation, or postponement of the Annual Meeting.

Who is entitled to vote?

Shareholders of record as of the close of business on ~~March 9, 2018,~~ the Record Date (March 15, 2022) may vote at the Annual Meeting. At the close of business on ~~March 9, 2018,~~the Record Date, there were ~~43,695,415 shares~~44,718,073 shares of the Company’s common stock issued and outstanding and eligible to vote at the Annual Meeting.

How do I vote?

If you are a registered ~~shareholder: If~~shareholder, meaning you hold your shares in your own name as a holder of record, you may vote ~~in person at~~during the Annual Meeting on the Meeting Website, or instruct the Proxy Holders named in the enclosed proxy card how to vote your shares. You may vote your proxy by telephone at ~~1-800-652-VOTE (8683),~~1-800-690-6903, online at ~~http://www.investorvote.com/GLT~~www.proxyvote.com, or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). Please make certain you mark, sign, and date your proxy card prior to mailing. All valid proxies received and not revoked prior to the Annual Meeting will be voted in accordance with your instructions.

If you are a beneficial ~~owner: If~~owner, meaning your shares are held by a brokerage firm, bank, or other nominee (i.e., in “street name”), you should receive directions from your bank or broker that you must follow in order to have your shares voted.


2022 PROXY STATEMENT ›			85


FREQUENTLY ASKED QUESTIONS

Will my shares be voted if I do not sign and return my proxy card?

If a shareholder of record signs and returns the accompanying proxy card, but does not make any selections, the Board’s appointed Proxy Holders will have discretion to vote the shareholder’s shares on behalf of the shareholder at the Annual Meeting as recommended by the Board.

If a beneficial owner of shares does not provide the bank or broker holding such shares with specific voting instructions, under the rules of ~~various national and regional securities exchanges,~~the NYSE, the shareholder’s bank or broker may generally vote on ~~routine~~"routine" matters, but cannot vote on ~~non-routine~~“non-routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street name fails to provide instructions to the broker, bank, or other holder of record as to how to vote on matters deemed non-routine. Proposal 1 (election of directors), Proposal 3 (say-on-pay advisory vote), Proposal 4 (say-on-frequency advisory vote), and Proposal ~~3 (advisory vote on executive compensation)~~5 (approval of the Company’s 2022 Long-Term Incentive Plan) are non-routine matters. Proposal 2 (ratification of auditors) is ~~routine.~~

a routine matter. If a shareholder’s bank or broker does not receive the shareholder’s instructions on how to vote the shareholder’s shares on a non-routine matter, the shareholder’s bank or broker will inform the Company it does not have the beneficial owner’s authority to vote on the non-routine matter. In these cases, the broker, bank, or other holder of record can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the NYSE rules. We encourage beneficial shareholders to provide voting instructions to the bank, broker, or agent holding their shares by carefully following the instructions in the notice provided by the shareholder’s bank, broker, or agent.

~~2018~~ ~~PROXY STATEMENT~~ › 53

~~FREQUENTLY ASKED QUESTIONS~~

How do I change my vote or revoke my proxy if I wish to do so?

Shareholders of record can revoke their proxy at any time before their shares are voted ~~if they~~by: (1) ~~deliver~~delivering a written revocation of their proxy to the Company’s Secretary; (2) ~~submit~~submitting a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3) ~~vote in person at~~voting on the Meeting Website during the Annual Meeting. Shareholders who are beneficial owners should follow the instructions provided by their respective broker or bank to change their vote.

What is the required quorum to hold this Annual Meeting?

As of March ~~9, 2018, 43,695,415 shares~~15, 2022, 44,718,073, shares of the Company’s common stock were outstanding and entitled to vote. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of such matter. Abstentions or ~~broker “non-votes”~~“broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A ~~broker “non-vote”~~“broker non-vote” occurs when a broker or bank holding shares for a beneficial owner does not vote on a particular matter because the broker or bank does not have discretionary voting authority to vote on the proposal, and the beneficial owner has not provided voting instructions.

May shareholders ask questions atduring the Annual Meeting?

Yes. If you wish to submit a question, you may do so in two ways. To ask a question in advance of the Annual Meeting, you may log into www.proxyvote.com and enter your 16-digit control number and use the Submit a Question for Management box. Alternatively, you will be able to submit questions live during the Annual Meeting through the Q&A box by accessing the Meeting Website at www.virtualshareholdermeeting.com/GLT2022. After the formal business of the ~~meeting~~Annual Meeting has concluded and adjourned, the ~~chairman~~chair of the ~~meeting~~Annual Meeting will answer questions from shareholders during the designated question and answer (“Q&A”) period of the ~~meeting. To provide an~~Annual Meeting agenda.

In order to give as many shareholders as possible the opportunity ~~for everyone wishing~~ to ask ~~a question, shareholders~~questions, we ask that questions are succinct and cover only one topic per question. Up to three minutes will be ~~limited~~allocated to ~~three (3) minutes~~read and respond to each question that we are able to ~~present their question. When speaking, shareholders must direct~~answer during the Annual Meeting. The Q&A session will continue until all relevant questions have been answered, subject to time constraints.

Shareholders’ views, constructive comments, and criticisms are welcome, but the ~~chairman and limit their~~Company will not address questions ~~to matters relating directly~~that are:

•Irrelevant to the business of the ~~meeting. Shareholders will~~Company or to the business of the Annual Meeting

•Related to material non-public information of the Company

•Repetitious of prior questions or statements from others

•Derogatory references to individuals that are in bad taste

•Related to personal grievances

•In furtherance of a shareholder’s personal or business interests, which are not matters of interest to shareholders generally


2022 PROXY STATEMENT ›			86


FREQUENTLY ASKED QUESTIONS

•Out of order or not otherwise suitable for the conduct of the Annual Meeting

If there are any matters of individual concern to a shareholder or questions that are not answered, they may be ~~permitted to make statements.~~

raised separately after the Annual Meeting by contacting Investor Relations at (717) 225-2746 or ir@glatfelter.com.

Who pays for the proxy solicitation related to the Annual Meeting?

The Company pays the cost of preparing, printing, assembling, and mailing this proxy statement and other proxy solicitation materials. The Company will also reimburse brokers and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding the proxy statement and other proxy solicitation materials to beneficial owners. In addition to the solicitation of proxies by mail, some of our directors, officers, other employees, and agents may solicit proxies personally, by telephone, text message, email, and by other means. The officers and directors who may solicit proxies personally receive no special compensation for any solicitation activities.

What proposals will be acted upon at the ~~meeting,~~Annual Meeting, and what number of votes is needed for the proposals to be adopted?

~~Proposal~~

~~Vote Required~~

Broker
Discretionary
Voting
Allowed?

~~Effect of~~

~~Abstention~~

Effect of
Broker

~~Non-Votes~~

1

Proposal

Vote Required

Broker
Discretionary
Voting
Allowed?

Effect of

Abstention

Effect of
Broker

Non-Votes

1

Election of Directors for a One-Year Term

Plurality of Votes Cast

(as described below)

No

~~Not counted~~

No effect

~~Not counted~~

No effect

2

Ratification of Deloitte as Independent Registered Public Accounting Firm

Majority of Votes

Entitled to be Cast

Yes

Vote Against

Not applicable, as this is a routine matter

3

Approval of Named Executive Officer 2021 Compensation

(“Say-on-Pay” Vote)

Majority of Votes

Entitled to be Cast

No

Vote Against

~~Not counted~~

No effect

4

Shareholder Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation (“Say-on-Frequency” Vote)

Majority of Votes Entitled to be Cast

No

Vote Against

No effect

5

Approval of Company’s 2022 Long-Term Incentive Plan

Majority of Votes Entitled to be Cast

No

Vote Against

No effect

Election of Directors. As required by our ~~bylaws,~~By-Laws, each of the ~~nine~~eight director nominees for election has submitted an irrevocable resignation in advance. Because each of the director nominees is an incumbent director, the following procedure applies if the director nominee receives a plurality, but not a majority, of votes cast. Although the director nominee will have been elected, the Board will determine whether to accept the director nominee’s advance irrevocable resignation, since the director nominee did not receive a majority of the votes cast for each ~~director.~~director nominee. For more information regarding the election of directors and the resignation procedure, see the discussion of the ~~“Director~~“Resignation and Majority Voting ~~and Resignation~~ Policy” in the “Corporate Governance and ~~Board”~~Board of Directors” section of this proxy statement.

Ratification of Independent Registered Public Accounting Firm. A majority of the votes entitled to be cast at the ~~meeting, in person~~Annual Meeting, by virtual participation or by proxy, must vote “For” the ratification of Deloitte & Touche LLP as the Company’s independent public accounting firm for the proposal to be adopted.

Approval of Named Executive Officer ~~Compensation.~~ Compensation (“Say-on-Pay” Vote). This proposal gives you, as a shareholder, the opportunity to endorse, not endorse, or take no position on our compensation program for the NEOs. A majority of the votes entitled to be cast at the ~~meeting, in person~~Annual Meeting, by virtual participation or by proxy, must vote “For” the proposal to approve NEO compensation for fiscal year ~~2017.~~2021. While the Board intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

Frequency of Say-on-Pay Voting (“Say-on-Frequency” Vote). This proposal gives you, as a shareholder, the opportunity to inform the Company as to how often you wish the Company to conduct a “say-on-pay” advisory vote on NEO compensation. Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “one year,” “two years,” “three years,” or “abstain.” A majority of the votes entitled to be cast at the Annual Meeting, by virtual participation or by proxy, must vote for “One Year” for the frequency of say-on-pay voting to occur on an annual basis. If no option receives a majority of the votes entitled to be cast, then the option that receives the most votes will be deemed to be the shareholders’ recommendation with respect to the frequency with which the say-on-pay vote appears in

54
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			87

~~FREQUENTLY ASKED QUESTIONS~~


FREQUENTLY ASKED QUESTIONS

the Company’s proxy statement. While our Board intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

Approval of Company’s 2022 Long-Term Incentive Plan. A majority of the votes entitled to be cast at the Annual Meeting, by virtual participation or by proxy, must vote “For” the approval of the proposed amendments to the Company’s Long-Term Incentive Plan for the proposal to be adopted.

What are the Board of Directors’ recommendations for voting on these proposals?

The Board recommends a vote:

•FOR the election of the ~~nine~~eight director nominees ~~for director;~~

•FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ~~2018; and~~

ending December 31, 2022

•FOR approval of ~~named executive officer compensation.~~

the NEO 2021 compensation

•That the Company will continue to conduct a “say-on-pay” advisory vote on NEO compensation every ONE YEAR

•FOR approval of the Company’s 2022 Long-Term Incentive Plan

What are my options for voting on these proposals?

A shareholder is entitled to one vote per share of stock owned on the Record Date, on each item of business presented at the Annual Meeting, except each shareholder has cumulative voting rights for electing directors. Cumulative voting means a shareholder is entitled to as many votes in electing directors as is equal to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by the number of directors to be elected. ~~Accordingly, for~~For the election of ~~nine directors,~~eight director nominees, a shareholder may either cast that total number of votes “For” or “Withhold” all of those votes from a single director nominee. The shareholder may also distribute or withhold the total number of votes among the ~~nine~~eight director nominees as the shareholder determines, up to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by ~~nine.~~eight. To utilize cumulative voting, a shareholder must check the appropriate box on the proxy card.

For the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2018,~~2022, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

For the non-binding advisory vote on ~~executive~~NEO compensation, commonly known as a ~~“say on pay”~~“say-on-pay” vote, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

For the non-binding advisory vote on the frequency with which the Company will conduct an advisory vote on NEO compensation, commonly known as a “say-on-frequency” vote, a shareholder may vote that such advisory vote be taken every one year, every two years, or every three years, or “Abstain” from voting.

For the proposal to approve the Company’s 2022 Long-Term Incentive Plan, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

Aside from these proposals, will any other business be acted upon at the ~~meeting?~~

Annual Meeting?

No. The Company’s ~~by-laws~~By-Laws required shareholders to submit to the Company, by ~~November 30, 2017,~~December 1, 2021, notice of all director nominations and shareholder proposals to be considered at the ~~2018~~ Annual Meeting, regardless of whether shareholders sought inclusion of their nomination or proposal in this proxy statement or intended to solicit proxies on their own. Because the Company did not receive any such notice of nominations or proposals, no other director nominations, shareholder proposals, or other matters will be considered at the ~~2018~~ Annual Meeting.

How may a shareholder present a proposal for ~~next year’s~~the 2023 Annual ~~Meeting?~~

Meeting of Shareholders?

A shareholder wishing to present a proposal at the ~~2019~~2023 Annual Meeting of Shareholders (“2023 Annual Meeting”) must submit it to the Company’s Secretary ~~prior~~pursuant to the ~~preparation~~requirements of Rule 14a-8 under the ~~2019 proxy statement,~~Exchange Act and the Company’s ~~by-laws~~By-Laws prescribe the procedures a shareholder must follow. To present a proposal for consideration at the ~~2019~~2023 Annual Meeting, whether or not the shareholder wishes to include the matter in

the proxy statement for that meeting, a notice including all of the information required by the Company’s ~~by-laws~~By-Laws must be submitted in writing to the Company’s Secretary and delivered to, or mailed and received by, the Company no later than the close of business on ~~November 30, 2018,~~December 1, 2022, regardless of delivery method.


2022 PROXY STATEMENT ›			88


FREQUENTLY ASKED QUESTIONS

How may a shareholder nominate a candidate to sit on the Board of Directors?

A shareholder may recommend nominees for consideration by the Board’s ~~Nominating and Corporate Governance~~NCG Committee for nomination for election to the Board. Shareholder recommendations for director nominees will receive the same consideration by the ~~Nominating and Corporate Governance~~NCG Committee that all other director nominee recommendations receive. If a shareholder wishes to recommend a nominee for director, the shareholder must submit such recommendation in writing, together with any supporting materials deemed appropriate, to the Company’s Secretary. Such recommendation must be made in accordance with the procedures described herein and in the Company’s ~~by-laws.~~By-Laws. To nominate a candidate for director at the ~~2019~~2023 Annual Meeting, notice of the nomination must be in writing and delivered to, or mailed and received by, the Company no later than the close of business on ~~November 30, 2018.~~

December 1, 2022.

What must be included in the ~~notice~~notice to submit a shareholder proposal or to nominate a director candidate?

Requirements for the notice are as follows:

•A proposal submitted by a shareholder must include a description of the business desired to be brought before the ~~meeting,~~2023 Annual Meeting, the reasons for conducting the business at the ~~meeting~~2023 Annual Meeting, and any material interest the shareholder has in the business.

•A nomination for election to the Board must include information regarding the nominee (name, address, occupation, number of shares held, and a representation by both shareholder and nominee that there are no undisclosed voting arrangements).

•The notice must include:

^o

~~the shareholder’s name and address, a description of the shares held, and a description of any arrangement or agreement with other shareholders or the nominee with respect to the nomination;~~

^o

~~a representation that the shareholder will attend the 2018 Annual Meeting, in person or by proxy, and will submit the proposal or make the nomination;~~

^o

~~a description of any hedging arrangements for Company stock into which the shareholder has entered; and~~

^o

~~a statement whether the shareholder intends to solicit, or participate in the solicitation of, proxies for the proposal or nomination.~~

~~2018~~

~~PROXY STATEMENT~~ ◦› the shareholder’s name and address, a description of the shares held, and a description of any arrangement or agreement with other shareholders or the director nominee with respect to the nomination;

◦55a representation that the shareholder will attend the 2023 Annual Meeting, in person or by proxy, and will submit the proposal or make the nomination;

~~FREQUENTLY ASKED QUESTIONS~~

◦a description of any hedging arrangements for Company stock into which the shareholder has entered; and

◦a statement whether the shareholder intends to solicit, or participate in the solicitation of, proxies for the proposal or nomination.

This is a general description of the notice required to submit a proposal or nomination for consideration at the ~~2018~~2023 Annual Meeting. The Company’s ~~by-laws~~By-Laws contain a complete description of the notice requirements for shareholder proposals. Copies of the Company’s ~~by-laws~~By-Laws may be obtained from the Company’s website at www.glatfelter.com/~~about_us/corporate_governance /bylaws.aspx~~investors/corporate-governance or at no charge from the Company’s Secretary. The proposal and notice must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act.

In addition, to complying with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 5, 2023.

How may a shareholder communicate with the Company’s Board or the ~~non-management~~independent directors of the Company?

~~A shareholder~~

Interested parties may address written correspondence to the Board or any individual director (whether ~~management~~Management or ~~non-management)~~independent), c/o Company Secretary, ~~P. H.~~ Glatfelter ~~Company, 96 South George~~Corporation, 4350 Congress Street, Suite ~~520, York, PA 17401-1434.~~600, Charlotte, NC 28209. The Company’s Board has approved a process whereby the Secretary of the Company will receive, review, and, as appropriate, forward any communications addressed to the Board or a director to the ~~Chair~~chair of the Board committee responsible for the matter addressed in the communication. All communications regarding accounting, internal controls, or auditing matters will be forwarded to the ~~Chair~~chair of the Audit Committee. Alternatively, the Board has established a method for interested parties to communicate directly with the entire Board or any ~~non-management~~independent director by calling the Company’s toll-free Integrity Helpline at ~~800-346-1676.~~

1-800-346-1676.

56
› 2022~~P. H. GLATFELTER COMPANY~~ PROXY STATEMENT ›			89

~~Additional~~
~~Information~~


Additional Information

Annual Report on Form 10-K

Copies of the Company’s 2021 Annual Report, ~~on Form 10-K for the year ended December 31, 2017,~~ as filed with the SEC, are being mailed to shareholders with this proxy statement. A shareholder may obtain a copy of the 2021 Annual Report, this proxy statement, and form of proxy, relating to ~~this annual meeting~~the Annual Meeting and future

meetings of shareholders, without charge by writing to: Investor Relations, ~~P. H.~~ Glatfelter ~~Company, 96 South George~~Corporation, 4350 Congress Street, Suite ~~520, York, PA 17401.~~600, Charlotte, NC 28209. The ~~10-K,~~2021 Annual Report and proxy statement ~~and Annual Report~~ can also be obtained through our website, ~~www.glatfelter.com.~~

www.glatfelter.com/investors.

Other Business

As of the date of this proxy statement, the Board knows of no business that will be presented for consideration at the Annual Meeting other than the items referred to above. If any other matter is properly brought before the Annual Meeting for action

by shareholders, the persons named in the accompanying proxy will have discretionary authority to vote proxies for such matter in accordance with their best judgment.

“Householding”

The Company is permitted by SEC regulations to deliver a single Annual Report or proxy statement to any household at which two or more registered shareholders have the same last name and address, unless the Company has received instructions to the contrary from one or more of the shareholders. This is known as “householding” and is intended to save the cost of delivering multiple duplicate copies of the proxy materials to the same address. The Company will continue to include a separate proxy card for each registered shareholder account.

The Company will deliver promptly, upon written or oral request, a separate copy of the 2021 Annual Report or proxy statement, as

applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to ~~Investor Relations, P. H.~~ Glatfelter ~~Company, 96 South George~~Corporation, 4350 Congress Street, Suite ~~520, York, PA 17401,~~600, Charlotte, NC 28209, or call us at (717) 225-2719, if the shareholder (1) wishes to receive a separate copy of anthe 2021 Annual Report or proxy statement for ~~this~~the Annual Meeting; (2) wishes to receive separate copies of ~~those materials~~Annual Reports or proxy statements for future ~~meetings;~~annual meetings of shareholders; or (3) is sharing an address and wishes to request delivery of a single copy of Annual Reports or proxy statements if the shareholder is now receiving multiple copies of Annual Reports or proxy statements.


2022 PROXY STATEMENT ›			90

~~2018~~


Appendix A - Glatfelter Corporation 2022 Long-Term Incentive Plan

~~PROXY STATEMENT~~

GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

1.›PURPOSE. 57This 2022 Long-Term Incentive Plan (the “

~~Using a black ink pen, mark your votes~~Plan”) has been established by Glatfelter Corporation (the “Company”) to reward Eligible Individuals by means of appropriate incentives for achieving long-range Company goals; provide incentive compensation opportunities that are competitive with ~~an X~~those of other similar companies; further match Eligible Individuals’ financial interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock, and thereby enhance the long-term financial interest of the Company and its Affiliates, including through the growth in the value of the Company’s equity and enhancement of long-term shareholder return; and facilitate recruitment and retention of outstanding personnel eligible to participate in the Plan. The Plan is the successor to the Company’s Amended and Restated Long-Term Incentive Plan, which was originally effective as ~~shown~~of April 27, 2005 and was most recently amended and restated as of May 4, 2017 (the “Prior Plan”). No awards will be granted under the Prior Plan after the Effective Date.

The Plan shall be effective as of May 5, 2022 (the “Effective Date”), subject to approval by the Company’s shareholders at the Company’s 2022 annual meeting of shareholders on such date. Outstanding awards granted under the Prior Plan shall remain outstanding in accordance with the terms set forth in the Prior Plan and applicable grant agreement.

2.DEFINITIONS. The capitalized terms used in this ~~example. Please do not write outside~~Plan have the ~~designated areas. X P. H. GLATFELTER COMPANY 02SCUB 1 U P X + Annual Meeting Proxy Card . IMPORTANT ANNUAL MEETING INFORMATION + A 1. Election~~meanings set forth below. Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

“Affiliate” means: (i) any Subsidiary of ~~Directors: CUMULATIVE VOTING: Director Nominees Number~~the Company; (ii) any entity or Person or group of Votes 01 - Bruce Brown ________ Votes FOR 02 - Kathleen A. Dahlberg ________ Votes FOR 03 - Nicholas DeBenedictis ________ Votes FOR 04 - Kevin M. Fogarty ________ Votes FOR 05 - J. Robert Hall ________ Votes FOR 06 - Richard C. Ill ________ Votes FOR 07 - Ronald J. Naples ________ Votes FOR 08 - Dante C. Parrini ________ Votes FOR 09 - Lee C. Stewart ________ Votes FOR Total Votes Cast ________ 01 - Bruce Brown 02 - Kathleen A. Dahlberg 03 - Nicholas DeBenedictis 04 - Kevin M. Fogarty 05 - J. Robert Hall Mark here to WITHHOLD vote from all nominees Mark here to vote FOR all nominees For All EXCEPT - To withhold a vote forPersons that, directly or through one or more ~~nominees, mark~~intermediaries, is controlled by the ~~box~~Company; and (iii) any entity or Person or group of Persons in which the Company has a significant equity interest, as determined by the Committee.

“Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

“Award” means any Option, SAR, award of Restricted Stock or Restricted Stock Units, Stock Award, Other Stock-Based Award or Performance Award granted under the Plan.

“Board” or “Board of Directors” means the Board of Directors of the Company, as it may be constituted from time to time.

“Change in Control” means:

i.The acquisition, directly or indirectly, other than from the Company, by any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (excluding, for this purpose, the Company, its Subsidiaries, and any employee benefit plan of the Company or its Subsidiaries) (a “Third Party”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

ii.Individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease in any 12-month period for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the ~~left~~date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Plan, an Incumbent Director, but excluding for this purpose, any such person whose initial election as a member of the Board occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Third Party other than the Board; or


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iii.Consummation of (a) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation (other than the surviving entity) do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors, or (b) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (whether such assets are held directly or indirectly) to a Third Party.

The Committee may provide for a more restrictive definition of Change in Control in an Agreement as required to comply with Section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute.

“Committee” means the Compensation Committee of the Board, or any successor committee thereto, or the Board or such other committee of the Board as is appointed or designated by the Board to administer the Plan, as described in Section 3.

“Disability” means (i) if the Participant is insured under a long-term disability insurance policy or plan sponsored by the Company or an Affiliate, the Participant is totally disabled under the terms of that policy or plan; or (ii) if no such policy or plan exists, the Participant will be considered to be totally disabled as determined by the Committee; provided in each case that the Participant is disabled within the meaning of Section 409A(a)(2)(C) of the Code.

“Eligible Individual” means any full-time or part-time employee, officer, non-employee director or consultant of the Company or an Affiliate. In no event shall any person whom the Company determines, in its sole discretion, is not a common law employee be considered an “employee” for purposes of the Plan, whether or not any such person is later determined to have been a common law employee of the Company and without regard to classification by the Internal Revenue Service of such person.

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

“Fair Market Value” means, as of any date and unless otherwise determined by the Committee, the value of the Shares determined as follows:

(i) If the Shares are listed on any established stock exchange, system or market, its Fair Market Value shall be the closing sale price for the Shares during regular trading hours as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable; and

(ii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. Section 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

“Incentive Stock Option” means an option granted under Section 6 that meets the requirements of Section 422 of the Code, or any successor provision thereto.

“Non-Qualified Stock Option” means an option granted under Section 6 that is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

“Other Stock-Based Award” means any right granted under Section 8.

“Participant” means any Eligible Individual to whom an Award has been made.

“Performance Award” means an Award to a Participant under Section 9, which Award may be denominated in cash or Shares.

“Performance Goals” means performance goals established by the Committee based on one or more of the following criteria, or derivations of such criteria, or such other criteria as may be determined by the Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on


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equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ~~corresponding numbered box(es)~~ratio of revenues to working capital), human capital, environmental, social and governance issues, diversity, equity and inclusion issues, credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions, or divestitures. The Performance Goals may be applied to either the Company as a whole or to a business unit or Subsidiary entity thereof, either individually, alternatively or in any combination, and may be measured over a period of time, including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee.

“Person” means any individual, corporation, joint venture, association, partnership, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan” means this 2022 Long-Term Incentive Plan, as set forth herein and as amended from time to time.

“Reporting Person” means any Eligible Individual subject to Section 16 of the Exchange Act.

“Restricted Stock” means a grant of Shares pursuant to Section 7.

“Restricted Stock Unit” or “RSU” means a contractual right underlying an Award granted under Section 7 that is denominated in a unit, which unit represents a right to receive a Share (or the value of a Share) upon the terms and conditions set forth in the Plan and the applicable Agreement.

“SAR” means a stock appreciation right, which is the right to receive a payment in cash or Shares equal to the ~~right. CUMULATIVE VOTING: If you desire to allocate your votes to individual nominees on a cumulative basis, as explained~~amount of appreciation, if any, in the ~~Proxy Statement, mark~~Fair Market Value of a Share from the ~~CUMULATIVE VOTING box~~date of grant to the date of exercise, and ~~indicate~~which may be awarded to Eligible Individuals under Section 6.

“Separation from Service” means (i) with respect to an Eligible Individual who is an employee of the Company or an Affiliate, the termination of the Eligible Individual’s employment with the Company and all Affiliates that constitutes a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h)(1), (ii) with respect to an Eligible Individual who is a consultant of the Company or an Affiliate, the expiration of the Eligible Individual’s contract or contracts under which services are performed that constitutes a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h)(2), or (iii) with respect to an Eligible Individual who is a non-employee Director of the Company or an Affiliate, the date on which such non-employee Director ceases to be a member of the Board (or other applicable board of directors) for any reason.

“Share” means a share of Stock.

“Stock” means the common stock of the Company.

“Stock Award” means an award of Shares pursuant to Section 8.

“Subsidiary” means any entity in which the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, as determined by the Committee. In the case of Incentive Stock Options, Subsidiary means any entity that qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code.

“Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a Person acquired by the Company or with which the Company combines.

“Successor” with respect to a Participant means the legal representative of an incompetent Participant and, if the Participant is deceased, the legal representative of the estate of the Participant or the person or persons who may, by bequest or inheritance, or under the terms of an Award or of forms submitted by the Participant to the


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Committee, acquire the right to receive cash and/or Shares issuable in satisfaction of an Award after the Participant’s death.

3.ADMINISTRATION. The authority to control and manage the operation and administration of the Plan is vested in the Committee; provided, however, that all acts and authority of the Committee pursuant to this Plan are subject to the provisions of the Committee’s Charter, as amended from time to time, and such other authority as may be delegated to the Committee by the Board.

a.The Committee shall be comprised, unless otherwise determined by the Board, solely of not less than two members who shall be (i) “non-employee directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated under the Exchange Act and (ii) “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Stock is at the time primarily traded. Awards to non-employee directors shall be administered and interpreted by the Committee consistent with a Board-approved compensation program.

b.The Committee has the exclusive power to make Awards, to determine when and to which Eligible Individuals Awards will be granted, the types of Awards and the number of ~~votes that you would like~~Shares covered by the Awards, to ~~cast FOR each nominee. The total~~establish the terms, conditions, Performance Goals, restrictions, and other provisions of such Awards and, subject to the terms of the ~~votes you cast~~Plan and applicable law, to cancel, suspend or amend existing Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the Eligible Individual, the Eligible Individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant.

c.The Committee has the authority to waive any restriction, and accelerate vesting and exercisability, as applicable, of any Award, as the Committee determines in its discretion.

d.The Committee has the power to approve forms of Agreement for use under the Plan.

e.The Committee has the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

f.The Committee may, subject to Section 13(b), determine whether, to what extent and under what circumstances Awards may be settled, paid or exercised in cash, Shares or other Awards or other property, or canceled, forfeited or suspended.

g.The Committee has the authority to interpret the Plan and any Award or Agreement made under the Plan, to establish, amend, waive and rescind any rules and regulations relating to the administration of the Plan, to determine the terms and provisions of any Agreements entered into hereunder (not inconsistent with the Plan), to amend the terms and provisions of any such Agreement (not inconsistent with the Plan) and to make all other determinations necessary or advisable for the administration of the Plan.

h.The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems desirable. The determinations of the Committee in the administration of the Plan, as described herein will be final, binding and conclusive on all interested parties.

i.All decisions and determinations of the Committee shall be final and binding on the Participant, the Participant’s beneficiaries and any other person having or claiming an interest under an Award, and Participants shall be considered to have agreed to such terms by their acceptance of Awards.

j.The Committee will maintain and keep adequate records concerning the Plan and concerning its proceedings and act in such form and detail as the Committee may decide.

k.Except to the extent prohibited by applicable law or regulation, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it; provided, however, the Committee shall not delegate any such authority with respect to any Awards made to a Reporting Person. The Committee may revoke any such allocation or delegation at any time.

l.The Company and any Affiliate will, to the fullest extent permitted by law, furnish the Committee with such data and information as may be required for it to discharge its duties. The records of the Company and any Affiliate as to an Eligible Individual’s employment, or other provision of services, termination of


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employment, or cessation of the provision of services, leave of absence, reemployment and compensation will be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefit under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

m.To the fullest extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates or has delegated authority under this ~~proxy~~Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damage, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

n.Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Section 409A of the Code and the regulations issued thereunder, the provisions of the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A of the Code and the regulations issued thereunder (or disregarded to the extent such provision cannot be so administered, interpreted or construed.)

4.SHARES AVAILABLE FOR AWARDS; AWARD LIMITS.

a.Subject to adjustment as provided in Sections 4(d) and 4(e) below, the maximum total number of Shares that may be delivered under the Plan with respect to Awards granted on or after the Effective Date, is 1,400,000 Shares. In addition, any Shares that remained available for awards under the Prior Plan as of the Effective Date and any Shares subject to outstanding awards granted under the Prior Plan that are payable in Shares and that terminate, expire, or are canceled, forfeited, surrendered without having been exercised, vested, or settled in full or are paid in cash, as applicable, on or after the Effective Date, subject to adjustment as provided in Sections 4(d) and 4(e) below (the “Prior Plan Shares”), may be issued with respect to Awards under this Plan. The aggregate number of Shares reserved for issuance under this Plan as of the Effective Date, including the Prior Plan Shares, is referred to as the “2022 Plan Reserve.” Shares shall be issued under the Plan with respect to dividend equivalents that are credited on or after the Effective Date on outstanding awards granted under the Prior Plan shall count against the 2022 Plan Reserve. Within the 2022 Plan Reserve, the maximum number of Shares that may be issued under the Plan with respect to Incentive Stock Options granted on or after the Effective Date is 1,400,000 Shares, subject to adjustment as described in Section 4(e) below.

b.The maximum grant date value of Shares subject to Awards granted to any non-employee director during any calendar year, taken together with any cash fees payable to such non-employee directors for services rendered during the calendar year, shall not exceed $750,000 in total value. For purposes of this limit, the value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes.

c.Shares to be issued under the Plan may be made available from authorized but unissued Stock, Stock held by the Company in its treasury, or Stock purchased by the Company on the open market or otherwise. During the term of the Plan, the Company will at all times reserve and keep available the number of shares ~~you own times 9. NOTE: If you wish~~of Stock that are sufficient to use cumulative voting, you MUST vote your proxy by mail. 06 - Richard C. Ill 07 - Ronald J. Naples 08 - Dante C. Parrini 09 - Lee C. Stewart Proposals — The Board of Directors recommends a vote FOR allsatisfy the ~~nominees listed and FOR Proposals 2 and 3. For Against Abstain 3. Advisory approval~~requirements of the Plan.

d.If and to the extent stock appreciation rights granted under the Prior Plan, or Options or SARs granted under this Plan terminate, expire, or are canceled, forfeited, surrendered without having been exercised or are settled in cash, and if and to the extent that any award of restricted stock units or performance awards granted under the Prior Plan and payable in Shares, or Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards or Performance Shares granted under this Plan are forfeited or terminated, otherwise are not paid in full or are paid in cash, the Shares underlying such awards under the Prior Plan or such Awards under this Plan shall again be available for purposes of the Plan. Shares surrendered in payment of the exercise price of an Option granted under this Plan shall not be available for re-issuance under the Plan. Shares withheld or surrendered for payment of taxes with respect to any award under the Prior Plan or Award under this Plan shall not be available for re-issuance under this Plan. If SARs are exercised and settled in Shares, the full number of Shares subject to the SARs shall be considered issued under the Plan, without regard to the number of Shares issued upon settlement of the SARs. To the extent that awards granted under the Prior Plan or Awards granted under this Plan are paid in cash, and not in Shares, the Shares subject thereto shall not count against the 2022 Plan Reserve. For the avoidance of doubt, if Shares are repurchased by the Company on the open market with the proceeds


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of the exercise price of Options, such Shares may not again be made available for issuance under the Plan.

e.In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined for applicable financial accounting purposes, or otherwise affects the Stock, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan: (i) the number and type of shares of Stock (or other securities or property) which thereafter may be made the subject of Awards, (ii) the number and type of shares of Stock (or other securities or property) subject to outstanding Awards, including whether to make provision for a cash payment to the holder of an outstanding Award for any fractional Shares; (iii) the grant, purchase, or exercise price with respect to any Award; and (iv) other value determinations and terms applicable to outstanding Awards, including Performance Goals, consistent with the terms of the Plan. Any adjustments to outstanding Awards shall be consistent with Section 409A or Section 424 of the Code, to the extent applicable. The Committee’s adjustment shall be effective and binding for all purposes of this Plan.

f.In connection with the acquisition of any business by the Company or its Affiliates, any outstanding equity grants with respect to stock of the acquired company may be assumed or replaced by Substitute Awards under the Plan upon such terms and conditions as the Committee deems appropriate, which may include terms different from those described herein. Such Substitute Awards shall not reduce the 2022 Plan Reserve, consistent with applicable stock exchange requirements.

5.ELIGIBILITY. All Eligible Individuals are eligible to participate in this Plan and receive Awards hereunder. Holders of equity-based awards issued by a company acquired by the Company or with which the Company combines are eligible to receive Substitute Awards hereunder.

6.OPTIONS AND SARS. The Committee is hereby authorized to grant Options and SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee determines and sets forth in the Agreement:

a.The exercise price per Share under an Option or SAR will be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option or SAR.

b.The term of an Option or SAR shall not exceed ten years from the date of grant. The term of each Option and SAR will be fixed by the Committee and the effect thereon, if any, of the Separation from Service of the Participant will be determined by the Committee and set forth in the applicable Agreement. The Agreement will contain the terms of the Award, including, but not limited to: (i) the number of Shares that may be issued upon exercise of an Option or number of SARs subject to an Award; (ii) the exercise price of each Option or SAR; (iii) the term of the Option or SAR; (iv) such terms and conditions on the vesting and/or exercisability of an Option or SAR as may be determined by the Committee, including whether the Option or SAR will vest based upon the attainment of certain Performance Goals; (v) any restrictions on transfer of the Option or SAR and forfeiture provisions; and (vi) such further terms and conditions, in each case, not inconsistent with this Plan as may be determined from time to time by the Committee. In no event shall dividend rights or dividend equivalents accrue or be paid with respect to Shares subject to Options or SARs.

c.Subject to the terms of the Plan and the related Agreement, any Option or SAR may be exercised at any time during the period commencing with either the date that Option or SAR is granted or the first date permitted under a vesting schedule established by the Committee and ending with the expiration date of the Option or SAR. Unless the Committee determines otherwise, if a vested Option or SAR would terminate at a time when trading in Stock is prohibited by law or by the Company’s ~~named executive officer~~insider trading policy, the vested Option or SAR may be exercised until the 30th day after expiration of such prohibition (but not beyond the end of the term of the Option or SAR). A Participant may exercise the Participant’s Option or


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SAR for all or part of the number of Shares or rights which the Participant is eligible to exercise under terms of the Option or SAR. The Participant may pay the exercise price for an Option in any of the following methods, as permitted by the Committee with respect to the Option: (i) in cash, (ii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iii) by “net exercise,” which is the surrender of Shares for which the Option is exercisable to the Company in exchange for a distribution of Shares equal to the amount by which the then Fair Market Value of the Shares subject to the exercised Option exceeds the applicable exercise price of the Option, or (iv) by such other method as the Committee may approve.

d.The Agreement documenting an Option or SAR Award shall set forth the terms under which an Option or SAR Award may be exercised at or after Separation from Service.

e.The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. No Incentive Stock Option shall be granted to any Eligible Individual who is not an employee of the Company or a Subsidiary. Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as “incentive stock options” (and will be deemed to be Non-Qualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of Shares (determined as of the date of grant) with respect to such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted or (ii) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code).

7.RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS. The Committee is hereby authorized to grant Awards of Restricted Stock and/or Restricted Stock Units to Eligible Individuals.

a.The Awards granted under this Section 7 are subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote Shares underlying Restricted Stock Awards), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Such Awards will be evidenced by an Agreement containing the terms of the Awards, including, but not limited to: (i) the number of Shares of Restricted Stock or Restricted Stock Units subject to such Award; (ii) the purchase price, if any, of the Shares of Restricted Stock or Restricted Stock Units and the means of payment for the Shares of Restricted Stock or Restricted Stock Units; (iii) the Performance Goals, if any, and level of achievement in relation to the Performance Goals that shall determine the number of Shares of Restricted Stock or Restricted Stock Units granted, issued, retainable and/or vested; (iv) such terms and conditions of the grant, issuance, vesting and/or forfeiture of the Restricted Stock or Restricted Stock Units as may be determined from time to time by the Committee; (v) restrictions on transferability of the Restricted Stock or Restricted Stock Units; and (vi) such further terms and conditions, in each case, not inconsistent with this Plan as may be determined from time to time by the Committee. Notwithstanding anything the contrary herein, any dividend rights or dividend equivalents granted with respect to Shares of Restricted Stock or Restricted Stock Units shall vest and be paid only if and to the extent the underlying Shares of Restricted Stock or Restricted Stock Units vest and are paid.

b.The Agreement documenting a Restricted Stock Award or Restricted Stock Unit Award shall set forth the terms under which Restricted Stock or Restricted Stock Units may vest or become payable at or after Separation from Service.

c.Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares underlying a Restricted Stock Award, such certificate will be registered in the name of the Participant and bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Shares.

d.Distributions of Stock under circumstances that constitute a “deferral of compensation” shall conform to the applicable requirements of Section 409A of the Code, including as set forth in Section 14(g) below, or an exception thereto.


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8.STOCK AWARDS AND OTHER STOCK-BASED AWARDS.

a.Stock Awards. The Committee is hereby authorized to grant Stock Awards to Eligible Individuals. Stock Awards may be issued by the Committee in addition to, or in tandem with, other Awards granted under this Plan, and may be issued in lieu of any cash compensation or fees for services to the Company as the Committee, in its discretion, determines or authorizes. Stock Awards shall be evidenced by an Agreement or in such other manner as the Committee may deem necessary or appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares underlying a Stock Award, such certificate will be registered in the name of the Participant. Dividends with respect to fully vested Stock Awards shall be paid currently, but dividends with respect to unvested Stock Awards shall vest and be paid only if and to the extent the underlying Stock Awards vest and are paid.

b.Other Stock-Based Awards. The Committee is hereby authorized to grant to Participants such other Awards (including, without limitation, rights to dividends or dividend equivalents, as described in Section 10 below) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Stock (including, without limitation, securities convertible into Stock) as are deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan, the Committee will determine the terms and conditions of such Awards and set forth such terms and conditions in an Agreement related to such Award, including whether the Other Stock-Based Awards will vest based upon the attainment of certain Performance Goals. Shares or other securities delivered pursuant to a purchase right granted under this Section 8(b) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, as the Committee determines, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. Notwithstanding anything to the contrary herein, any dividend rights or dividend equivalents granted with respect to Other Stock-Based Awards shall vest and be paid only if and to the extent the underlying Other Stock-Based Awards vest and are paid.

9.PERFORMANCE AWARDS.

a.The Committee is hereby authorized to grant Performance Awards to Eligible Individuals. Performance Awards may be Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards, or awards denominated in cash (including dividend equivalents). Unless otherwise determined by the Committee, such Awards will be evidenced by an Agreement containing the terms of such Awards, including, but not limited to, the Performance Goals and such terms and conditions as may be determined from time to time by the Committee, in each case, not inconsistent with this Plan.

b.The Committee may determine that certain adjustments apply, in whole or in part, in such manner as determined by the Committee, to exclude the effect of any events that occur during a performance period, including: the impairment of tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs, including reductions in force and early retirement incentives; currency fluctuations; and any unusual, infrequent or non-recurring items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in the Company’s annual report to shareholders for the applicable year.

c.In addition to establishing minimum Performance Goals below which no compensation shall be payable pursuant to the Performance Award, the Committee, in its discretion, may create a performance schedule under which an amount less than or more than the target award may be paid so long as the Performance Goals have been achieved.

d.Notwithstanding the foregoing, the Committee, in its sole discretion, may also establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any Performance Awards. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a Participant of a specified annual performance rating, the continued employment by the Participant and/or the achievement of specified Performance Goals by the Company, business unit or Participant. Furthermore, and notwithstanding any provision of


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APPENDIX A - GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

this Plan to the contrary, including but not limited to Section 13(b), the Committee, in its sole discretion, may retain the discretion to reduce or increase the amount of any Performance Award if it concludes that such reduction or increase is necessary or appropriate based upon: (i) an evaluation of such Participant’s performance; (ii) comparisons with compensation received by other similarly situated individuals working within the Company’s industry; (iii) the Company’s financial results and conditions; or (iv) such other factors or conditions that the Committee deems relevant.

e.Performance Awards shall be transferred or paid to the Participant as determined by the Committee in the applicable Agreement, consistent with the requirements of Section 409A of the Code.

10.DIVIDEND EQUIVALENTS. The Committee may grant dividend equivalents in connection with Awards (other than Options or SARs) under such terms and conditions as the Committee deems appropriate. Notwithstanding anything to the contrary herein, dividend equivalents with respect to Awards shall vest and be paid only if and to the extent the underlying Awards vest and are paid. Dividend equivalents may be deferred, consistent with Section 409A of the Code, as determined by the Committee. Dividend equivalents may be accrued as a cash obligation, or may be converted to Restricted Stock Units for the Participant, as determined by the Committee. Unless otherwise specified in the Agreement, deferred dividend equivalents will not accrue interest. Dividend equivalents may be payable in cash or shares of Stock or in a combination of the two, as determined by the Committee in the Agreement.

11.DURATION. No Award may be granted under the Plan after the day immediately preceding the tenth anniversary of the Effective Date. The expiration of the Plan shall not impair the power and authority of the Committee with respect to outstanding Awards, and the authority of the Committee to administer the Plan and to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

12.CONSEQUENCES OF A CHANGE IN CONTROL.

a.Unless otherwise set forth in an Agreement, if a Change in Control occurs and Participants’ Awards remain outstanding after the Change in Control (or are assumed by, or converted to similar awards with equivalent value as of the date of the Change in Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), and the Participant incurs an involuntary Separation from Service by the Company or its Affiliates or successors other than for cause (as defined in the Agreement) during a period specified by the Committee, (i) all outstanding Options and SARs shall automatically accelerate and become fully exercisable, (ii) any restrictions and conditions on outstanding Stock Awards and Restricted Stock shall immediately lapse, and (iii) Awards of Restricted Stock Units, Other Stock-Based Awards, or Performance Awards shall become payable. In that event, Awards that are based on Performance Goals shall vest and be payable as determined by the Committee in the Agreement.

b.Unless otherwise set forth in an Agreement, if a Change in Control occurs and Participants’ Awards do not remain outstanding after the Change in Control (and are not assumed by, or converted to similar awards with equivalent value as of the date of the Change in Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), (i) all outstanding Options and SARs shall immediately vest and become exercisable, (ii) any restrictions on Stock Awards and Restricted Stock shall immediately lapse, and (iii) Restricted Stock Units, Other Stock-Based Awards, or Performance Awards shall become payable as of the date of the Change in Control. In that event, Awards that are based on Performance Goals shall vest and be payable as determined by the Committee in the Agreement.

c.Notwithstanding the foregoing, the Committee may establish such other terms and conditions relating to the effect of a Change in Control on Awards as the Committee deems appropriate. In addition to other actions, in the event of a Change in Control, the Committee may take any one or more of the following actions with respect to any or all outstanding Awards, without the consent of any Participant: (i) the Committee may determine that outstanding Awards shall be assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation); (ii) the Committee may determine that outstanding Options and SARs shall automatically accelerate and become fully exercisable, and the restrictions and conditions on outstanding Stock Awards and Restricted Stock shall immediately lapse; (iii) the Committee may determine that Participants shall receive a payment in settlement of outstanding Awards of Restricted Stock Units, Other Stock-Based


2022 PROXY STATEMENT ›			99


APPENDIX A - GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

Awards, or Performance Awards in such amount and form as may be determined by the Committee; (iv) the Committee may require that Participants surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the Shares subject to the Participant’s unexercised Options and SARs exceeds the exercise price, and (v) after giving Participants an opportunity to exercise all of their outstanding Options and SARs, the Committee may terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Shares does not exceed the per share exercise price, the Company shall not be required to make any payment to the Participant upon surrender of the Option or SAR. Any acceleration, surrender, termination, settlement or conversion shall take place as of the date of the Change in Control or such other date as the Committee may specify.

13.AMENDMENT, MODIFICATION AND TERMINATION.

a.Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without: (i) shareholder approval if such approval is necessary to comply with any tax, legal or regulatory (including, for this purpose, the rules of any national securities exchange(s) on which the Stock is then listed) requirement for which or with which the Board deems it necessary or desirable to qualify or comply; or (ii) the consent of the affected Participant, if such action would adversely affect any material rights of such Participant under any outstanding Award. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Committee may at any time (without the consent of the Participant) modify, amend or terminate any or all of the provisions of this Plan to the extent necessary: (i) to conform the provisions of the Plan with Section 409A of the Code regardless of whether such modification, amendment, or termination of the Plan shall adversely affect the rights of a Participant under the Plan; and (ii) to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

b.The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any Participant or holder or beneficiary of an Award, subject to Section 13(f) below; provided, however, that no such action shall impair any material rights of a Participant or holder or beneficiary under any Award theretofore granted under the Plan. The Committee may, in its discretion, vest part or all of a Participant’s Award that would otherwise be forfeited, consistent with the requirements of Section 409A of the Code.

c.With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend, or otherwise modify, without Board or shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law.

d.The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, an event affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles), whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

e.In addition to the other provisions of Section 12 and this Section 13, in connection with an event described in Section 4(e) or such other events as determined by the Committee and set forth in an Agreement, and subject to Section 13(f) below, the Committee may, in its discretion: (i) cancel any or all outstanding Awards under the Plan in consideration for payment to the holder of each such cancelled Award of an amount equal to the portion of the consideration that would have been payable to such holder pursuant to such transaction if such Award had been fully vested and exercisable, and had been fully exercised, immediately prior to such transaction, less the exercise price, if any, that would have been


2022 PROXY STATEMENT ›			100


APPENDIX A - GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

payable therefore; or (ii) if the net amount referred to in clause (i) would be negative, cancel such Award for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash and/or securities or other property in the Committee’s discretion. Such payment shall be transferred or paid to the Participant as determined by the Committee, consistent with the requirements of Section 409A of the Code.

f.Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Shares), the Company may not, without shareholder approval, (i) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs, (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs, or (iii) cancel outstanding Options or SARs with an exercise price above the current stock price in exchange for cash, other Awards or other securities.

14.MISCELLANEOUS.

a.Nothing in the Plan or in any Agreement confers upon any Eligible Individual who is a Participant the right to continue in the service or employment of the Company or any Affiliate or affects any right which the Company or any Affiliate may have to terminate or modify the employment or provision of service of the Participant with or without cause.

b.The Company has the right to withhold from any payment of cash or Stock to a Participant or other person under the Plan an amount sufficient to cover any required withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and federal, state, local income tax or such other applicable taxes (“Taxes”) with respect to the Award. The Company may require the payment of any Taxes before issuing any Stock pursuant to the Award. The Committee may, if it deems appropriate in the case of a Participant, provide for withholding of such Taxes through a reduction of the number of Shares delivered to such Participant, or allow the Participant to elect to cover all or any part of such withholding for Taxes, through a reduction of the number of Shares delivered to the Participant or a subsequent return to the Company of Shares held by the Participant, in each case valued in the same manner as used in computing the withholding taxes under the applicable laws.

c.Awards received by a Participant under this Plan are not be deemed a part of a Participant’s regular, recurring compensation for ~~the fiscal year ended December 31, 2017. 2. Proposal to ratify the appointment~~purposes of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018. MMMMMMMMMMMM MMMMMMMMMMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMM 3 7 3 2 8 7 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMMMM C 1234567890 J N T C123456789 IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. Admission Ticket qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internetany termination, indemnity or ~~telephone must~~severance pay laws and shall not be ~~received by 11:59 p.m., Eastern Time, on May 2, 2018. Vote by Internet • Go to www.investorvote.com/glt • Or scan the QR code with your smartphone • Follow the steps outlined~~included in, nor have any effect on, the ~~secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions~~determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the ~~recorded message~~

~~YORK, PENNSYLVANIA PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3, 2018, 9:00 A.M. The undersigned shareholder~~Company or an Affiliate, unless expressly so provided by such other plan, contract or arrangement, or unless the Committee so determines. No provision of ~~P. H. Glatfelter~~the Plan shall prevent the Company ~~hereby appoints Nicholas DeBenedictis~~from adopting or continuing in effect other or additional compensation arrangements, including incentive arrangements providing for the issuance of options and ~~Kevin M. Fogarty~~stock, and such arrangements may be generally applicable or applicable only in specific cases.

d.Except as the Committee may otherwise determine from time to time: (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant; and provided, further, however, that in no event shall the Committee authorize any assignment, alienation, sale, or other transfer under this paragraph that would provide a Participant or beneficiary with the opportunity to receive consideration from a third party; (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative; and (iii) no Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions of ~~them, attorneys~~this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case maybe, and ~~proxies,~~shall not preclude forfeiture of an Award in accordance with ~~power~~the terms thereof.


2022 PROXY STATEMENT ›			101


APPENDIX A - GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

e.This Plan is unfunded and the Company is not required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of ~~substitution~~any amounts to be paid under this Plan nor shall anything contained in ~~each~~this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant or Successor. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of ~~them, to vote and act for and on behalf~~an unsecured general creditor of the ~~undersigned at the annual meeting of shareholders~~Company.

f.Any liability of the Company to any Participant with respect to an Award shall be ~~held at~~based solely upon contractual obligations created by this Plan and the ~~York County History Center, Historical Society Museum, 250 E. Market St. York, PA 17403 on Thursday, May 3, 2018, and at all adjournments thereof, according~~applicable Agreement. Except as may be required by law, neither the Company nor any member or former member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(j) hereof) in any determination of any question under this Plan, or in the ~~number~~interpretation, administration or application of ~~shares which~~this Plan, shall have any liability to any party for any action taken, or not taken, under this Plan.

g.This Plan is intended to comply with the ~~undersigned would be entitled to vote if then personally present, as indicated hereon and in their discretion,~~requirements of Section 409A of the Code, to the extent applicable. All Awards shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, unless the Agreement specifically provides otherwise: (i) distributions shall only be made in a manner and upon an event permitted ~~by applicable law, rule or regulation, upon such other business as may come before~~under Section 409A of the ~~meeting and hereby ratifies and confirms all that said attorneys and proxies may do or cause~~Code, (ii) payments to be ~~done~~made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change in Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any Award granted under this Plan that is subject to Section 409A of the Code and that is to be distributed to a “specified employee” (as defined below) upon Separation from Service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the date of the Participant’s Separation from Service, if required by ~~virtue hereof. When properly executed,~~Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the specified employee requirements of Section 409A of the Code.

h.No certificate for Shares distributable pursuant to this ~~proxy~~Plan will be ~~voted~~issued and delivered unless the issuance of such certificate complies with all applicable legal requirements including, without limitation, compliance with the provisions of Section 409A of the Code, applicable state securities laws, the Securities Act of 1933, as ~~directed herein. It~~amended and in effect from time to time or any successor statute, the Exchange Act and the requirements of the national securities exchange(s) on which the Stock may, at such time, be listed.

i.All Awards made under this Plan shall be subject to any applicable clawback or recoupment policies, insider trading policies, policies prohibiting pledging or hedging of Shares, and other policies that may be implemented by the Board from time to time.

j.In the event that any provision of this Plan is ~~agreed~~held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

k.No fractional Shares shall be issued or delivered pursuant to this Plan or any Agreement, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

l.To the extent that ~~if no direction~~federal laws do not otherwise control, this Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of law provisions.


2022 PROXY STATEMENT ›			102


APPENDIX A - GLATFELTER CORPORATION 2022 LONG-TERM INCENTIVE PLAN

Pursuant to authority granted to Eileen L. Beck, Vice President, Global Human Resources & Administration, in resolutions of the Board of Directors dated March 15, 2022, the foregoing 2022 Long-Term Incentive Plan is ~~given or directed~~adopted by the Board on the ~~other side~~15th day of ~~this proxy card, said attorneys and proxies are appointed WITH authority~~March, 2022, to ~~vote FOR the re-election of each~~be effective as of the ~~directors listed and FOR proposals 2 and 3. (PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE) (Continued and~~date this 2022 Long-Term Incentive Plan is approved by the Company’s shareholders, which is expected to ~~be signed~~occur on ~~reverse side) Proxy — P. H.~~ May 5, 2022.

GLATFELTER COMPANY IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3, 2018. P. H. Glatfelter Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders and the Annual Report for the year ended December 31, 2017, are available via the Internet at: www.glatfelter.com/about_us/investor_relations/sec_filings.aspx and also at www.investorvote.com/glt B Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below In voting by mail this section must be completed for your vote to be counted. Please sign exactly as name(s) appear hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. + + 2018 Annual Meeting Admission Ticket Thursday, May 3, 2018 at 9:00 a.m. York County History Center, Historical Society Museum 250 E. Market Street, York, PA 17403 Upon arrival, please present this admission ticket, photo identification and any other required documents. Driving Instructions to the York County History Center, Historical Society Museum, 250 E. Market Street, York, PA 17403: From the South: Take I-83 North to Exit 15 (S. George Street - Business 83). Follow George St. into the Center Square of York (MarketCORPORATION

By: /s/ Eileen L. Beck

Vice President, Global Human Resources & George St. intersection). Make a right on Market St. and go 3 blocks to 250 E. Market on your right. From the North: Take I-83 to Exit 22 (N. George Street). Follow George St. South to traffic light at Market St. Make a left on Market St. and go 3 blocks to 250 E. Market St. on your right. From the East: Take Route 30 West and make a left onto George Street (just past I-83) and follow directions from the North above. From the West: Take Route 462 (W. Market Street) from Route 30. Follow Market Street into town to 250 E. Market St. on your right. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q

Administration


2022 PROXY STATEMENT ›			103


☐ o		Preliminary Proxy Statement
☐
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑
x	Definitive Proxy Statement
☐
o	Definitive Additional Materials
☐
o	Soliciting Material Pursuant to §240.14a-12


~~(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):

☑ x				No fee required.
☐










o		Fee paid previously with preliminary materials.
o		Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	~~(1)~~		~~Title of each class of securities to which transaction applies:~~


	~~(2)~~		~~Aggregate number of securities to which transaction applies:~~


	~~(3)~~		~~Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~


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	~~(5)~~		~~Total fee paid:~~


☐	~~Fee paid previously with preliminary materials.~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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PROXY SUMMARY		1 4
PROPOSAL 1: ELECTION OF DIRECTORS		7 14
PROPOSAL 2: RATIFICATION OF ~~APPOINTMENT OF DELOITTE & TOUCHE LLP~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		11 19
PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION (“(“SAY-ON-PAY”) VOTE)		12 20
PROPOSAL 4: SHAREHOLDER VOTE ON THE FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-FREQUENCY ” VOTE)		21
PROPOSAL 5: APPROVAL OF THE GLATFELTER C ORPORAT ION 2 022 LONG-TERM INCENTIVE PLAN		22
OWNERSHIP OF COMPANY STOCK		13 32
Security Ownership of Certain Beneficial Owners and Management		13 32
Equity Compensation Plan Information		15 34
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports		15 34

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	16 35
Corporate Governance Principles		16 35
Board Composition and Leadership		16 35
Board Independence		16 35
Evaluation of ~~Nominees for~~ Board ~~of Directors~~Nominees		17 36
Resignation and Majority Voting Policy		17 36
Board Meetings		18 37
Committees of the Board of Directors		18 37
Continuing Board Education		19 38
Board Self-Assessment		39
Risk Oversight		19 39
Director Compensation		20 40
~~CORPORATE RESPONSIBILITY~~ENHANCING EVERYDAY LIFE ®…SUSTAINABLY		21 42
Environmental Initiative		43
Social Initiative		45
Governance and Ethics Initiative		46
HUMAN CAPITAL MANAGEMENT		47

EXECUTIVE COMPENSATION		23 49
Compensation Discussion and Analysis		23 49
Report of the Compensation Committee		38 67
Summary Compensation Table		39 68
~~CEO Pay Ratio~~		40
Grants of Plan-Based Awards	41 70
Outstanding Equity Awards		42 71
~~Option Exercises~~Options Exercised and Stock Vested		43 73
~~Pension~~Retirement Benefits		43 74
Potential Payments Upon Termination or ~~Change-In-Control~~Change in Control		46 77
CEO Pay Ratio		82
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		51 83
REPORT OF THE AUDIT COMMITTEE		52 84
FREQUENTLY ASKED QUESTIONS (“FAQs”)		53 85
ADDITIONAL INFORMATION		57 90
Annual Report on Form 10-K		57 90
Other Business		57 90
“Householding”		57 90
Appendix A - Glatfelter 2022 Long-Term Incentive Plan		91


Time and Date:			Thursday, May ~~3, 2018,~~5, 2022 at 9:8:00 a.m. Eastern Time
Place:			~~York County History Center~~ ~~Historical Society Museum~~ ~~250 E. Market Street~~ ~~York, PA 17403~~ Virtual Meeting www.virtualshareholdermeeting.com/GLT2022
Record Date:			March ~~9, 2018~~ 15, 2022
Voting:			Shareholders of Glatfelter as of the Record Date are entitled to vote. Each share of Glatfelter common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.


		Board Recommendation	Page
1	PROPOSAL 1 — Election of Directors		14
	The eight director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to Management.	FOR
2	PROPOSAL 2 — Ratification of Independent Registered Public Accounting Firm		19
	The Board, at the recommendation of the Audit Committee, approved the retention of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2022. Shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor for the Company’s fiscal year 2022.	FOR
3	PROPOSAL 3 — Advisory Approval of Named Executive Officer Compensation (“Say-on-Pay ” Vote)		20
	The Company’s executive compensation program is designed to create a direct linkage between shareholder interests and Management, with incentives specifically tailored to the achievement of financial and operational goals and total shareholder returns.	FOR
4	PROPOSAL 4 — Shareholder Vote on the Frequency o f Advisory Votes on Named Executive Officer C ompensation (“Say-on-Frequency ” Vote)		21
	The Board believes an annual frequency (i.e., one year) is the optimal frequency for the Say-on-Pay vote.	FOR
5	PROPOSAL 5 — Ap proval of the Glatfelter Corporation 2022 Lo ng-Term Incentive Plan		22
	The Company is requesting shareholder approval of its 2022 Long-Term Incentive Plan.	FOR


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ~~2018~~2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY ~~3, 2018:~~ ~~P. H.~~ 5, 2022: Glatfelter ~~Company’s~~Corporation’s proxy statement for the ~~2018~~2022 Annual Meeting of Shareholders and ~~2017~~2021 Annual Report are available via the Internet at www.glatfelter.com/~~about_us/investor_relations/sec_filings.aspx~~investors/financials-and-filings/.


Integrity			We ~~are ethical~~act ethically and ~~responsible~~responsibly in all of our business ~~endeavors.~~ endeavors at all times.
Financial Discipline			We are responsible for the prudent management of the resources entrusted to us and for the generation of financial value for ~~our~~all constituents.
Mutual Respect			We treat each other with honesty and respect. We recognize that what we have and what we will achieve is through the efforts of our employees. We ~~will~~ strive to provide them with rewarding challenges and opportunities for advancement.
Customer Focus			We are dedicated to understanding and anticipating the needs of our customers and helping them to achieve their business objectives.
Environmental Responsibility			We ~~recognize~~empower employees to take personal responsibility for environmental issues that arise on the job. We strive to prevent pollution by using natural resources efficiently, reducing waste, encouraging recycling and reuse, and reducing adverse environmental impacts relating to our ~~business impacts~~operations, all with the ~~environment. We are committed~~goal to ~~continue~~foster environmental ~~improvement and~~sustainability worldwide for the ~~prevention~~benefit of ~~pollution. We are in compliance with environmental laws and regulations.~~ future generations.
Social Responsibility			We recognize our responsibility to contribute to the betterment of the communities in which we operate and the world in which we ~~live~~ live.


~~Skills Possessed by All Directors~~ 2022 PROXY STATEMENT ›			8


~~Leadership Experience (Chairman, CEO, President, Senior Managing Director and/or CFO)~~			✓	✓	✓	✓	✓	✓	✓	✓	✓
~~High Integrity and Ethical Behavior~~	✓	✓	✓	✓	✓	✓	✓	✓	✓
~~Corporate Strategy / M&A~~	✓	✓	✓	✓	✓	✓	✓	✓	✓
~~Financial Literacy~~	✓	✓	✓	✓	✓	✓	✓	✓	✓
~~Corporate Governance, Compliance and Risk Management Experience~~	✓	✓	✓	✓	✓	✓	✓	✓	✓
~~Other Relevant Skills Our Directors Bring to the Board~~
~~Environment / Sustainability~~	~~6 of 9~~
~~Government / Regulatory~~	~~7 of 9~~
~~Human Resources / Executive Compensation~~	~~7 of 9~~
~~Information Technology~~	~~4 of 9~~
~~International Experience~~	~~8 of 9~~
~~Relevant Industry Experience~~	~~5 of 9~~
~~SEC Audit Committee Financial Expert~~	~~7 of 9~~							PROXY SUMMARY


Base Salary		•Fixed Cash		Short-Term Incentive		•Cash Bonus for Achievement of Annual Goals
Long-Term Incentive		•Performance Share Awards •Restricted Stock Units
~~Short-Term Incentive~~	~~•Annual Cash Bonus~~ Benefits		~~Benefits~~		•~~Pension and 401(k)~~ Retirement Savings •Health & Welfare Benefits •Severance •Minimal Perquisites ~~Note: Program eligibility varies by individual and represents both current design and legacy retirement programs.~~


				Other Public Boards	Committee Memberships
Name	Age	Director Since	Occupation		Audit	Comp	Nom & Gov
Bruce Brown*	63	2014	Retired Chief Technology Officer, Procter & Gamble, Inc.	1		C
Kathleen A. Dahlberg*	69	2001	CEO, G.G.I., Inc.	--
Kevin M. Fogarty*	56	2012	Retired President, CEO, and Director, Kraton Corporation, Inc.	--			C
Marie T. Gallagher*	62	2020	SVP and Controller, PepsiCo, Inc.	--	C
Darrel Hackett*	50	2020	President, US Wealth Management - BMO Financial Group	--
J. Robert Hall*	69	2002	CEO, Ole Smoky Distillery, LLC	--
Dante C. Parrini	57	2010	Chairman and CEO, Glatfelter Corporation	1
Lee C. Stewart* (L)	73	2002	Private Financial Consultant	1


Board Committees:			Compensation (Chair), Nominating and Corporate Governance
Director Since:			2014
Age at Annual Meeting:59			63


~~Director Since:~~ ~~2001~~
Ms. Dahlberg joined the Company’s Board in 2001. Since 2006, she has been the Chief Executive Officer of G.G.I., Inc. (formerly known as 2Unify LLC), a private company specializing in strategic consulting for companies in various industries and sectors. She served as a director of Theragenics Corporation from May 2008 to November 2013. Ms. Dahlberg has held Vice President positions with BP ~~Amoco,~~plc (f/k/a BP Amoco), Viacom International, McDonald’s Corporation, Grand Metropolitan PLC, and American ~~Broadcasting.~~ Broadcasting Company.


Board Committees:			Audit, Nominating and Corporate Governance
Director Since:			2001
Age at Annual Meeting:65			69


~~Director Since:~~ ~~1995~~	Mr. DeBenedictis joined the Company’s Board in 1995. He served as Chairman, Chief Executive Officer and President of Aqua America, Inc., a publicly traded water company, from May 1992 until July 2015, when he retired as CEO and remained as Chairman of the Board through 2017. In January 2018, he became Chairman Emeritus at Aqua. He has also served as a director of Exelon Corporation since 2003 and of Mistras Group, Inc. since October 2015. Prior to joining Aqua America, Mr. DeBenedictis was Senior Vice President of Corporate and Public Affairs for PECO Energy, a $4 billion nuclear utility, responsible for government relations, overseeing development of economic and environmental policies and implementation of the utility’s public policy positions. Mr. DeBenedictis was President of the Greater Philadelphia Chamber of Commerce from 1986 to 1989. He also served in two Pennsylvania government cabinet positions: Secretary of the Department of Environmental Resources and Director of the Office of Economic Development, and has held senior-level positions with the U.S. Environmental Protection Agency.
~~Age at Annual Meeting:~~ 72
~~Board Committees:~~ ~~Finance (Chair)~~ ~~Compensation~~ ~~Audit (as of December 2017)~~


		~~(3)~~		~~Filing Party:~~


		~~(4)~~		~~Date Filed:~~


Table of Contents


~~Director Since:~~ ~~2012~~ ~~Independent Lead Director~~
Mr. Fogarty joined the Company’s Board in 2012. He ~~has been the~~recently retired from Kraton Corporation, Inc. (“Kraton”), where he served as President, ~~and~~ Chief Executive Officer ~~of Kraton Corporation, Inc., a leading global producer of styrenic block copolymers, specialty polymers~~ and ~~high-value performance products derived from pine wood pulping co-products,~~Director since 2008. Prior to being appointed President and Chief Executive Officer, Mr. Fogarty served as its Executive Vice President of Global Sales and Marketing from June 2005. He was named a director of Kraton in 2009, and a director of its principal operating subsidiary, Kraton Polymers LLC, in 2008. Prior toBefore joining Kraton, Mr. Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business. In 2022, Mr. Fogarty joined the board of Circulus Holdings, PBLLC, a plastic recycling company. Mr. Fogarty previously served on the Board of Directors of the American Chemistry Council from 2017 through 2022.


Board Committees:			Compensation, Nominating and Corporate Governance (Chair)
Director Since:			2012
Age at Annual Meeting:52			56



Ms. Gallagher joined the Company’s Board in 2020. She has been the Senior Vice President and Controller of PepsiCo, Inc. (“PepsiCo”), a publicly-traded global food and beverage company, since 2011. Ms. Gallagher is responsible for PepsiCo’s global financial reporting and Sarbanes-Oxley Act processes and works closely with the Audit Committee of PepsiCo’s Board of Directors. Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller. Prior to joining PepsiCo, Ms. Gallagher was Assistant Controller of Altria Corporate Services, Inc., a consumer products company, and Senior Manager at Coopers & Lybrand LLP, an accounting firm now part of PricewaterhouseCoopers.


Board Committees:			Audit (Chair), Nominating and Corporate Governance
Director Since:			2020
Age at Annual Meeting:			62


Specific qualifications and experience of particular relevance to the Company: Ms. Gallagher has significant experience in public company accounting and financial reporting, consumer goods, strategic planning, M&A, manufacturing, investor relations, sustainability, executive compensation, information technology, innovation, international operations, and corporate governance.



Mr. Hackett joined the Company’s Board in 2020. He has served as President, Bank of Montreal (“BMO”) Wealth Management – U.S. since 2014. In this role, he leads BMO Financial Group’s private wealth management business in the United States, including three distinct businesses across the ultra-high net worth (BMO Family Office), high net worth (BMO Private Bank), and mass affluent segments (BMO Harris Financial Advisors). Prior to joining BMO, Mr. Hackett was a management consultant at McKinsey & Company (1999-2004). Mr. Hackett began his career as a mechanical engineer, holding a variety of roles with General Electric Company and Eastman Chemical Company.


Board Committees:			Audit, Compensation
Director Since:			2020
Age at Annual Meeting:			50


~~Director Since:~~ ~~2002~~
Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery aLLC, the largest craft distillery in ~~Tennessee,~~the United States, since July 2016. From January 2014 until June 2016, Mr. Hall served as a Managing Director of Centerview Capital, an ~~operationally oriented~~operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC (“Ardale”), a private company specializing in acquisition-related activities in the food, beverage, and consumer products industry, and in this role was a Senior Advisor to Centerview Capital since 2009. Prior to forming Ardale, Mr. Hall spent over 20 years in the food and consumer goods industry, holding various positions with Nabisco, Kraft Heinz Co., and ~~Nestle.~~Nestlé S.A. While at Nabisco, he was President of Nabisco’s Specialty Products Company in the United States and President of Christie Brown & Company, Ltd., the maker of Nabisco cookies and crackers in Canada. Mr. Hall has also been President of Lenox Brands, Chairman of Wise Foods, and ~~has~~ served on the board of Ault Foods Ltd., a $1.3 billion dairy products company in Canada.



~~Director Since:~~ ~~2004~~	Mr. Ill joined the Company’s Board in 2004. He served as the Chairman and Chief Executive Officer of Triumph Group, Inc., a publicly held, international aviation services company, from 2009 to 2012 and as its President and Chief Executive Officer from 1993 to 2009 and 2014 to 2016. He retired from the Triumph Board in July 2017. Mr. Ill held a variety of senior executive positions with Alco Standard Corporation before he founded what is now Triumph Group. He has over 45 years of public company experience in management, manufacturing and operations. Mr. Ill has served as a director of Mohawk Industries, Inc. since May 2011. He also served as a director of Airgas, Inc., from July 2004 through September 2010 and November 2013 until the company was sold in 2016.
~~Age at Annual Meeting:~~ 74
~~Board Committees:~~ ~~Audit (Chair)~~ ~~Finance~~
~~Specific qualifications and experience of particular relevance to the Company:~~ Mr. Ill has significant experience with general management including public-company finance and financial reporting, acquisitions and strategic partnerships, manufacturing, professional services, international operations, research and development and regulated industries, strategic planning, operations and risk management and corporate governance. HeMr. Hall has over 20 years of experience as a director of public companies.


~~Director Since:~~ ~~2000~~			Mr. Naples joined the Company’s Board in 2000. He served as Chairman of the Pennsylvania Stimulus Oversight Commission and Chief Accountability Officer for the Commonwealth of Pennsylvania, having been appointed to that position by the Governor of Pennsylvania, from April 2009 until February 2011. In this role he reviewed, monitored and advised on Pennsylvania’s spending of American Recovery and Reinvestment Act funds. From 1997 until May 2009, Mr. Naples was the Chairman of Quaker Chemical Corporation, a publicly held, specialty chemical company serving the metalworking and manufacturing industries worldwide, and served as its Chief Executive Officer from 1995 to 2008. From 1981 until July 1995, he was Chief Executive Officer of Hunt Manufacturing Company, a publicly held consumer and commercial products company, and served as its Chairman from 1986 to 1995. Mr. Naples is a former White House Fellow and served in the Ford Administration as Assistant to the Counselor to the President for Economic Affairs and as a Special Assistant to the head of the Federal Energy Administration, and is a former Chairman of the Federal Reserve Bank of Philadelphia. Mr. Naples currently serves as a director of Glenmede Trust Company, the Philadelphia Contributionship and Penn National Gaming, Inc.
~~Age at Annual Meeting:~~ 72
~~Board Committees:~~ ~~Audit (through December 2017)~~ ~~Nominating and Corporate Governance~~


~~Director Since:~~ ~~2010~~
Mr. Parrini joined the Company’s Board in 2010. He is currently the Chairman, President, and Chief Executive Officer of ~~P. H.~~ Glatfelter ~~Company.~~Corporation. He has been President and Chief Executive Officer since January 2011 and Chairman of the Board since May 2011. Mr. Parrini previously served as Glatfelter’s Executive Vice President and Chief Operating Officer from 2005 until 2010. From 2003 to 2005, he was Senior Vice President and General Manager of the Company. Mr. Parrini joined Glatfelter in 1997 and, prior to 2003, held various executive positions responsible for the Company’s operations, sales, and marketing. He has served on the board of H. B. Fuller Company (NYSE: FUL) since 2012.


Board Committees:			Audit
Director Since: Independent Lead Director			2002
Age at Annual ~~Meeting~~: 69 Meeting:			73


Proposal 2: Ratification of Independent Registered Public Accounting Firm

	2016		2017
Audit Fees⁽¹⁾	$	2,766,209	$	3,002,418
Audit Related Fees⁽²⁾		64,809		311,991
Tax Fees⁽³⁾		595,413		238,000
All Other Fees⁽⁴⁾		19,700		—
Total Fees	$	3,446,131	$	3,552,409


	2020		2021
Audit Fees (1)	$	2,305,936	$	3,110,669
Audit-Related Fees (2)	$	137,150	$	180,000
Tax Fees (3)	$	469,273	$	258,500
Total Fees	$	2,912,359	$	3,549,169


Potential Overhang with 1,400,000 New Shares
SOSARs Outstanding as of March 7, 2022			933,673
Weighted Average Exercise Price of SOSARs Outstanding as of March 7, 2022			$21.17
Weighted Average Remaining Term of SOSARs Outstanding as of March 7, 2022			2.67
Outstanding RSUs and PSAs under the Existing Plan as of March 7, 2022			1,348,664
Total Equity Awards Outstanding as of March 7, 2022			2,282,337
Shares Available for Grant under the Existing Plan as of March 7, 2022			1,322,972
Shares Requested under the Equity Plan			1,400,000
Total Potential Overhang			5,005,309
Shares of Common Stock Outstanding as of March 7, 2022			44,707,819
Diluted Shares of Common Stock			49,713,128
Potential Dilution of 1,400,000 shares as a Percentage of Diluted Common Stock			2.8%

Name of Beneficial Owner	Shares Beneficially Owned⁽¹⁾		Total Number of Shares Owned⁽¹⁾	% of Class
BlackRock, Inc.		5,486,251	5,486,251⁽²⁾	12.60%
The Vanguard Group, Inc.		4,230,261	4,230,261⁽³⁾	9.70%
Dimensional Fund Advisors LP		3,673,451	3,673,451⁽⁴⁾	8.43%
Fuller & Thaler Asset Management, Inc.		3,079,602	3,079,602⁽⁵⁾	6.90%
Victory Capital Management Inc.		2,435,214	2,435,214⁽⁶⁾	5.59%


Name of Beneficial Owner	Shares Beneficially Owned (1)	% of Class
BlackRock, Inc.(2)	7,197,179	16.2%
The Vanguard Group, Inc.(3)	4,853,566	10.9%
Dimensional Fund Advisors LP(4)	3,359,027	7.5%
Carlson Capital, L.P.(5)	2,260,000	5.1%


Name of Beneficial Owner	Directly Owned	Indirectly Owned	Options to Acquire Stock (a)
Dante C. Parrini(b)	441,056	8,077	—
Kathleen A. Dahlberg	90,540	—	—
J. Robert Hall	87,290	—	—
Lee C. Stewart	85,540	—	—
Kevin M. Fogarty(c)	57,842	25,000	—
Samuel L. Hillard	56,423		—
Bruce Brown(d)	47,686	3,750	—
Christopher W. Astley(e)	24,056	931	—
Eileen L. Beck(f)	22,360	453	—
Marie T. Gallagher	17,349	—	—
Darrel Hackett	11,419	—	—
Wolfgang Laures	—	—	—
All Directors and executive officers as a group (15 individuals) (g)	1,023,375	41,376	—

	~~(2)~~	~~Pursuant to a Schedule 13G filed on January 19, 2018, consists~~
Name			Number of shares beneficially owned, as of December 31, 2017, by BlackRock, Inc., a parent holding company with sole voting authority over 5,370,870 shares and sole investment authority over 5,486,251 shares. BlackRock (Netherlands) B.V., BlackRock Advisors LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited and BlackRock Investment Management, LLC are subsidiaries of BlackRock, Inc., that have acquired the shares reported by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Vested SOSARs
Dante C. Parrini			498,312
Christopher W. Astley			108,138
Samuel L. Hillard			63,286
Eileen L. Beck			32,097
Wolfgang Laures			N/A