Edgar Filing: GLATFELTER P H CO

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

glt-def14a_20190509.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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P. H. GLATFELTER COMPANY
(Name of Registrant as Specified In Its Charter)


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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date:

Thursday, May 9, 2019

9:00 a.m. Eastern Time

Place:

York County History Center

Historical Society Museum

250 E. Market Street

York, PA 17403

The 2019 Annual Meeting of Shareholders (“Annual Meeting”) of P. H. Glatfelter Company (“Glatfelter” or the “Company”), a Pennsylvania corporation, will be held on Thursday, May 9, 2019 at 9:00 a.m., to consider and act on:

the election of eight members of the Board of Directors of the Company (the “Board”) to serve until our 2020 Annual Meeting and until their successors are elected and qualified;

a 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, 2019;

advisory approval of the Company’s named executive officer compensation; and

such other business as may properly come before the Annual Meeting.

Only holders of record of the Company’s common stock at the close of business on March 15, 2019 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Whether you plan to attend the Annual Meeting or not, please vote your shares by telephone at 1-800-652-VOTE (8683), online at http://www.investorvote.com/GLT or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the U.S.). If you choose, you may still vote in person at the Annual Meeting, even if you previously voted by telephone, internet or mail.

Jill L. Urey, Secretary

March 29, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2019:

P. H. Glatfelter Company’s proxy statement for the 2019 Annual Meeting of Shareholders and 2018 Annual Report are available via the Internet at www.glatfelter.com/about_us/investor_relations/sec_filings.aspx

Table of Contents

PROXY SUMMARY	1
PROPOSAL 1: ELECTION OF DIRECTORS	9
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP	13
PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)	14
OWNERSHIP OF COMPANY STOCK	15
Security Ownership of Certain Beneficial Owners and Management	15
Equity Compensation Plan Information	17
Section 16(a) Beneficial Ownership Reporting Compliance	17

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	18
Corporate Governance Principles	18
Board Composition and Leadership	18
Board Independence	18
Evaluation of Nominees for Board of Directors	19
Majority Voting Policy	19
Board Meetings	20
Committees of the Board of Directors	20
Continuing Board Education	21
Risk Oversight	21
Director Compensation	22
CORPORATE RESPONSIBILITY	23

EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Report of the Compensation Committee	37
Summary Compensation Table	38
CEO Pay Ratio	39
Grants of Plan-Based Awards	40
Outstanding Equity Awards	41
Option Exercises and Stock Vested	42
Pension Benefits	42
Potential Payments Upon Termination or Change-In-Control	45

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	50
REPORT OF THE AUDIT COMMITTEE	51
FREQUENTLY ASKED QUESTIONS (“FAQs”)	52
ADDITIONAL INFORMATION	56
Annual Report on Form 10-K	56
Other Business	56
“Householding”	56

2019 PROXY STATEMENT › i

Proxy Summary

This Proxy Summary highlights information explained more fully elsewhere in this proxy statement. We ask that you read the entire proxy statement before voting.


Time and Date:	Thursday, May 9, 2019, at 9:00 a.m. Eastern Time
Place:	York County History Center Historical Society Museum 250 E. Market Street York, PA 17403
Record Date:	March 15, 2019
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.

Proposals Requiring Your Vote

Your vote is very important to us and our business. Please cast your vote immediately on all proposals to ensure your shares are represented.


		Board Recommendation	Page
1	PROPOSAL 1 — Election of Directors		9
	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 Appointment of Deloitte & Touche LLP		13
	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 2019. Shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor.	FOR
3	PROPOSAL 3 — Advisory Approval of Named Executive Officer Compensation		14
	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, operational and stock performance goals.	FOR

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend,” and other similar words. These forward-looking statements are based on our beliefs, assumptions, and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and in the Quarterly Reports on Form 10-Q we have filed or will file with the SEC hereafter under the headings “Risk Factors” and “Forward-Looking Statements”.

You are cautioned not to place undue reliance on any of our forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements, except as required by law. This cautionary statement applies to all forward-looking statements contained in this document.

2019 PROXY STATEMENT › 1

PROXY SUMMARY

Corporate Responsibility

Glatfelter’s commitment to sustainability is one of our most important missions because the three interdependent aspects of sustainability—environmental, economic and social—work together to define our organization and ensure a long-standing and successful future. We take seriously our role as a corporate citizen and we are proud to share our sustainability program and objectives.

Environmental	Economic	Social
Being a responsible steward of our environment	Delivering sound financial performance that supports value creation for all stakeholders	Improving the quality of life for the communities in which we live and work

Core Values: Who We Are and What We Stand For

Our Core Values guide and capture the essence of the Company’s identity, establishing pillars upon which to build the business for the long-term. Our Core Values are:


Integrity	We act ethically and responsibly in all our business 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 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 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 the adverse impacts relating to our operations, all with the goal to foster environmental sustainability worldwide for the benefit of 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.

2 › P. H. GLATFELTER COMPANY

PROXY SUMMARY

Our Board of Directors

Our directors have a diversity of experience that spans a broad range of industries in the public and not-for-profit sectors. They bring a wide variety of skills, qualifications and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our shareholders. Glatfelter—and our shareholders—clearly benefit from their individual and collective business acumen, sound judgment, thoughtful decision-making and careful guidance.

2019 PROXY STATEMENT › 3

PROXY SUMMARY

Business Highlights

Glatfelter is a leading global supplier in the manufacturing of engineered materials. Headquartered in York, Pennsylvania, we own and operate manufacturing facilities in the United States, Canada, Germany, the United Kingdom, France, and the Philippines as well as sales and distribution offices in Russia, France, Italy and China. Our 11 manufacturing facilities have a combined production capacity of approximately 292,000 metric tons of 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.

We operate under two separate business units: Advanced Airlaid Materials (“AMBU”) and Composite Fibers (“CFBU”). These businesses serve key, growing global markets such as hygiene, wipes and table top products, substrates for beverage filtration, and building and electrical applications. Our growth strategy is focused on expanding our engineered materials businesses.

Our strategy focuses on:


Expanding our engineered materials businesses	•Investing in organic growth and strategic acquisitions to expand capabilities and broaden scale •Driving innovation and growth by leveraging market-leading positions
Driving continuous improvement and cost optimization initiatives	•Achieving more consistent operational excellence across the Company through robust continuous improvement •Managing cost structure to increase margins
Maintaining a healthy balance sheet and financial flexibility	•Funding organic and inorganic growth opportunities •Applying disciplined capital spending

During 2018, we made significant progress in the strategic transformation of our business into a leading global supplier of engineered materials. We achieved significant milestones to reshape our portfolio to a more growth-oriented platform.

We completed the AMBU capacity expansion project by building a new facility in Fort Smith, Arkansas to service the North American airlaid market;

We completed the acquisition of Georgia-Pacific’s European nonwovens business on October 1 including a state-of-the-art facility in Steinfurt, Germany. The Steinfurt facility produces high-quality airlaid products for table top, wipes, hygiene, food pad, and other nonwoven materials primarily used within consumer and industrial end-use applications; and

We completed the sale of the Specialty Papers business unit (“SPBU”) on October 31, which was a transformative event in the Company’s history. The divestiture provides Glatfelter the opportunity to invest greater energy and resources in our faster-growing, higher-profit engineered materials businesses.

The successful execution of these strategic transactions, and the opening of our new state-of-the-art facility in Fort Smith, Arkansas in 2018, were pivotal steps as we build the new Glatfelter. These transactions support our strategic focus and solidify our platform for long-term growth. As a result, our annual revenues approximate $1 billion through two global operating units serving high-value, niche nonwovens growth markets and we are a less capital-intensive business.

4 › P. H. GLATFELTER COMPANY

PROXY SUMMARY

We’ve taken meaningful steps since 2010 to evolve Glatfelter from a U.S.-focused paper business to a global leading player in engineered materials.

Glatfelter Transformation History – Building Momentum in Engineered Materials

As a leading global supplier of engineered materials for consumer and industrial applications, we maintain leading positions in key segments serving markets that are growing commensurate with or in excess of gross domestic product (“GDP”). We partner with leading consumer product companies and other market leaders to provide high-quality, innovative solutions delivering outstanding performance to meet market requirements. Over the past several years, we have made investments to increase production capacity and improve our technical capabilities to ensure we are best positioned to serve the market demands and grow our revenue. We are committed to growing in our key markets and will make appropriate investments to support our customers and satisfy market demands.

In the first quarter of 2018, we produced and delivered our first commercial shipment of airlaid wipes product from our new $90 million facility in Arkansas. This 20,000 metric-ton facility was built to meet the growing demands of the North American market. Throughout 2018, this facility continued to ramp up production and shipments of wipes and table top products to our growing customers. This investment, together with the Steinfurt acquisition, increases our total global airlaid materials capacity to approximately 150,000 metric tons.

We are committed to ensuring our cost structure is competitive. Our goals are to maintain and grow our leading market positions, partner with customers to provide innovative solutions for new markets and generate strong free cash flows driven by delivering on cost reduction and continuous improvement initiatives.

2019 PROXY STATEMENT › 5

PROXY SUMMARY

2018 Year in Review

On an adjusted basis, a non-GAAP measure, our earnings for 2018 totaled $9.2 million, or $0.21 per share, compared with $26.4 million, or $0.59 per diluted share, a year ago. These results were below our expectations and were adversely impacted by i) rapid and significant increases in input costs together with more aggressive competition in Composite Fibers; ii) slower than anticipated demand in Advanced Airlaid Materials; and (iii) a higher tax rate.

We used $6.0 million of cash from operations in 2018 compared with $53.2 million generated a year ago. The decrease in cash from operations primarily reflects higher use of cash for working capital predominantly in inventory, as well as strategic initiatives and higher payments for interest and taxes. During 2018 and 2017, capital expenditures totaled $42 million and $81 million, respectively, reflecting the completion in early 2018 of spending in connection with the completion of the airlaid capacity expansion project.

The following charts present financial information for the periods indicated. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) by business unit represents operating profit as presented in our 2018 Annual Report on Form 10-K, adjusted to exclude depreciation and 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 2018 Annual Report on Form 10-K.

^† Results are from continuing operations with an assumed tax rate of 40% for 2016 – 2017.

6 › P. H. GLATFELTER COMPANY

PROXY SUMMARY

Compensation Highlights

The Compensation Committee designs compensation programs that reflect the Company’s financial performance and 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 and Social Responsibility). The objectives of the Company’s executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s strategic plan and creating long-term shareholder value. Our compensation programs are organized around three principles:

Total compensation for our executives consists of:

Base Salary

•Fixed Cash

Short-Term Incentive

•Cash Bonus for Achievement of Annual Goals

Long-Term Incentive

•Performance Share Awards

•Restricted Stock Units

Benefits

•Pension and 401(k)

•Health & Welfare Benefits

•Severance

•Minimal Perquisites

Note: Program eligibility varies by individual and represents both current design and legacy retirement programs.

Our Compensation Committee approved the following changes for 2018 compensation to further align the Company’s compensation philosophy and executive compensation practices with shareholder expectations:

•

Added a cumulative three-year relative Total Shareholder Return (“TSR”) modifier to performance share awards beginning in 2018 to emphasize the long-term nature of the program and reward for outperformance versus peers; and

•

Under the annual bonus plan for the Business Unit Presidents the weight of business unit operating profit metric results in the short-term incentive plan was increased from 40% to 70% to emphasize the need for continued growth of the engineered materials business.

Payout results under our 2018 compensation programs included the following, reinforcing the pay-for-performance nature of our incentive plans:

•

No payouts were earned under the Company’s short-term incentive plan due to below threshold performance achieved on the Company’s operating net income, Business Unit operating profit and cash flow metrics.

•

For the performance shares granted in 2017, a payout of 50.5% of target was earned based on cumulative EBITDA and average return on capital employed (“ROCE”) performance for the performance period ending December 31, 2018. Service through December 31, 2019 is required for vesting and no TSR modifier applies to this grant.

2019 PROXY STATEMENT › 7

PROXY SUMMARY

Governance and Best Practices

Comprised entirely of independent directors, the Compensation Committee regularly monitors and implements best practices in executive compensation and governance. The following practices demonstrate our commitment to strong governance within our executive compensation programs:

What We Do		What We Don’t Do
✓	Maintain a pay mix that is heavily performance-based.		X	Provide for excise tax gross-ups in the event of a change in control, starting with newly eligible executives in 2011.
✓	Establish compensation levels after consideration of peer group market data, generally targeted at the size-adjusted 50th percentile for total direct compensation (base, short- and long-term incentive), with the ability to pay higher or lower based on breadth of leadership experience.		X	Backdate or reprice stock options or stock appreciation rights.
✓	Assess and design compensation programs to mitigate compensation-related risks.		X	Pay dividend equivalents on unearned performance awards.
✓	Maintain stock ownership guidelines for executives.		X	Permit hedging transactions or short sales.
✓	Use multiple performance metrics in the short- and long-term incentive plans to avoid heavy reliance on one definition of success.		X	Permit pledging or holding Company stock in a margin account.
✓	Maintain a clawback policy.		X	Provide excessive perquisites.
✓	Require double-trigger vesting of long-term incentives at change in control.
✓	Maintain holding requirements on equity grants.
✓	Regularly engage with shareholders to gather input and feedback on compensation program design.
✓	Retain an independent compensation consultant who meets regularly in executive session with the Compensation Committee.

8 › P. H. GLATFELTER COMPANY

Proposal 1: Election of Directors

At the Annual Meeting, the Company’s shareholders will vote to fill eight director positions, each for one-year terms expiring on the date of the Company’s 2020 Annual Meeting of Shareholders and until their respective successors are elected and qualified.

The Board recommends that shareholders vote “For” the following director nominees: Bruce Brown, Kathleen A. Dahlberg, Nicholas DeBenedictis, Kevin M. Fogarty, J. Robert Hall, Ronald J. Naples, Dante C. Parrini and Lee C. Stewart, each of whom is currently serving as a director of the Company for a one-year term expiring at the 2019 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. Richard C. Ill, having reached the mandatory retirement age set forth in the Company’s By-laws, will not be standing for re-election. The Company thanks Mr. Ill for his service over the past fifteen years.

All nominees have 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 the Board does not anticipate, the Proxy Holders (as defined in “Frequently Asked Questions”) will vote for a substitute nominee as may be designated by the Board unless the Board reduces the number of directors accordingly.

The following table highlights director nominee information.

				Other Public Boards	Committee Memberships
Name	Age	Director Since	Occupation	Other Public Boards	Audit	Comp	Nom & Gov
Bruce Brown*	60	2014	Retired Chief Technology Officer, Procter & Gamble	2	●		●
Kathleen A. Dahlberg*	66	2001	CEO, G.G.I., Inc.	--	●	●
Nicholas DeBenedictis*	73	1995	Chairman Emeritus, Aqua America, Inc.	3	●	●
Kevin M. Fogarty* (L)	53	2012	President, CEO, Kraton Corporation, Inc.	1			●
J. Robert Hall*	66	2002	CEO, Ole Smoky Distillery	--		●	C
Ronald J. Naples*	73	2000	Chairman Emeritus, Quaker Chemical Corp.	1	C		●
Dante C. Parrini	54	2010	Chairman, CEO, P. H. Glatfelter Company	1
Lee C. Stewart*	70	2002	Private Financial Consultant	1		C

● indicates Member

* indicates director is independent

C indicates Committee Chair

(L) indicates Lead Director

The Board recommends a vote “FOR” each of the director nominees.

2019 PROXY STATEMENT › 9

PROPOSAL 1: ELECTION OF DIRECTORS

Additional Information about Director Nominees



Bruce Brown


Director Since: 2014	Mr. Brown joined the Company’s Board in 2014. He retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a publicly-traded consumer goods company. With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Mr. Brown also serves on the Board of Directors for Nokia in Finland and the Board of Directors for Medpace Holdings, Inc. in the United States.
Age at Annual Meeting: 60
Board Committees: Audit Nominating and Corporate Governance


Specific qualifications and experience of particular relevance to the Company: Mr. Brown is a proven leader in innovation, global expansion and organizational leadership development and he has familiarity with a number of the Company’s products and materials. He brings over three decades of business-building experience to our Board and has seven years of experience as a director of public companies.


Kathleen A. Dahlberg


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, Viacom International, McDonald’s Corporation, Grand Metropolitan PLC and American Broadcasting.
Age at Annual Meeting: 66
Board Committees: Audit Compensation


Specific qualifications and experience of particular relevance to the Company: Ms. Dahlberg has significant experience in emerging technologies, acquisitions and divestitures, manufacturing, consumer goods, professional services, international operations, strategic planning, operations and risk management and corporate governance. She has more than 20 years of experience as a director of public companies.


Nicholas DeBenedictis


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 America. 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: 73
Board Committees: Audit Compensation

Specific qualifications and experience of particular relevance to the Company:

Mr. DeBenedictis has significant experience with government and public policy, regulated industries, public-company finance and financial reporting, as well as strategic planning, operations and risk management and corporate governance. He has more than 20 years of experience as a director of public companies.

10 › P. H. GLATFELTER COMPANY

PROPOSAL 1: ELECTION OF DIRECTORS

Kevin M. Fogarty


Director Since: 2012 Independent Lead Director	Mr. Fogarty joined the Company’s Board in 2012. He has been the 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, 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 to 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. Since 2017, Mr. Fogarty is a Board member of the American Chemistry Council.
Age at Annual Meeting: 53
Board Committees: Nominating and Corporate Governance


Specific qualifications and experience of particular relevance to the Company: Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public-company accounting and financial reporting and new product development, as well as strategic planning, operations and risk management and corporate governance. He has more than ten years of experience as a director of public companies.


J. Robert Hall


Director Since: 2002	Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery, a craft distillery in Tennessee, since July 2016. From January 2014 until June 2016, Mr. Hall served as a Managing Director of Centerview Capital, an operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC, 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 and Nestle. 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.
Age at Annual Meeting: 66
Board Committees: Nominating and Corporate Governance (Chair) Compensation


Specific qualifications and experience of particular relevance to the Company: Mr. Hall has significant experience in general management, financial services, consumer goods, manufacturing, marketing, sales, new product development, strategic planning, M&A and corporate governance. Mr. Hall has 20 years of experience as a director of public companies.


Ronald J. Naples


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 to February 2011. In this role he reviewed, monitored and advised on Pennsylvania’s spending of American Recovery and Reinvestment Act funds. From 1997 to May 2009, Mr. Naples was the Chairman of Quaker Chemical Corporation, a publicly-held, specialty chemical company serving metalworking and manufacturing industries worldwide, and served as its Chief Executive Officer from 1995 to 2008. From 1981 to 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: 73
Board Committees: Audit (Chair) Nominating and Corporate Governance

Specific qualifications and experience of particular relevance to the Company:

Mr. Naples has significant experience with government and public policy, professional services, manufacturing, international operations, public-company finance and financial reporting, strategic planning, operations and risk management and corporate governance. Mr. Naples has over 35 years of experience as a director of public companies.

2019 PROXY STATEMENT › 11

PROPOSAL 1: ELECTION OF DIRECTORS


Dante C. Parrini


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. 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 since 2012.
Age at Annual Meeting: 54
Board Committees:


Specific qualifications and experience of particular relevance to the Company: Mr. Parrini has significant experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply chain, information technology and corporate program management, overseeing legal and human resource functions and leading strategy development. His more than 24 years of executive experience include eight years as a director of public companies.


Lee C. Stewart


Director Since: 2002	Mr. Stewart joined the Company’s Board in 2002. He is a private financial consultant with over 25 years of experience as an investment banker. He was a Vice President at Union Carbide Corporation from 1996 to 2001, responsible for various treasury and finance functions, and from 2001 to 2002 was Chief Financial Officer of Foamex International, Inc. Mr. Stewart was a director of ITC Holdings Corp., a New York Stock Exchange-listed electricity transmission company, from 2005 through 2016 when ITC was acquired by Fortis. Mr. Stewart also serves on the Board of Aqua America, Inc. since August 2018, and served as a director of AEP Industries, Inc. from 1996 until it was sold in 2017. He served as a director of Marsulex, Inc., a chemical company listed on the Toronto Stock Exchange, from 2000 until its sale in 2011, and Momentive Performance Materials Inc., a specialty chemical company in silicone and advanced materials, from May 2013 through its successful emergence from bankruptcy in October 2014. Mr. Stewart also serves on the Boards of Mood Media, Inc. and Hexion, Inc.
Age at Annual Meeting: 70
Board Committees: Compensation (Chair)

Specific qualifications and experience of particular relevance to the Company:

Mr. Stewart has significant experience with professional services, financial services, finance and banking, public-company accounting and financial reporting, strategic planning, operations and risk management and corporate governance. Mr. Stewart has over 20 years of experience as a director of public companies.

12 › P. H. GLATFELTER COMPANY

Proposal 2: Ratification of Independent Registered Public Accounting Firm

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 2019. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2018.

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 appointment, the Audit Committee will reconsider its selection.

A Deloitte representative is expected to attend the Annual Meeting and will be available to respond to appropriate shareholder questions.

What did the Company pay its independent registered public accounting firm in 2017 and 2018?

For the years ended December 31, 2017, and December 31, 2018, fees paid to Deloitte by the Company were as follows:

	2017		2018
Audit Fees⁽¹⁾	$	3,002,418	$	3,030,181
Audit Related Fees⁽²⁾		311,991	$	564,470
Tax Fees⁽³⁾		238,000	$	463,209
Total Fees	$	3,552,409	$	4,057,860

(1)

Audit Fees - were for professional services rendered for the annual audits of the consolidated financial statements of the Company including the audits of internal control over financial reporting, review of quarterly financial statements included in the Company's quarterly reports on Form 10-Q, and statutory audits and regulatory filings in foreign jurisdictions.

(2)	Audit-Related Fees – were for assurance and related services reasonably related to the performance of the audit

or review of the Company’s consolidated financial statements, including, in 2017 and 2018, the audit of carve-out financial statements.

(3)	Tax Fees – were primarily for tax compliance, tax advice and tax planning services, including tax planning and consultations.

All of Deloitte’s 2018 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 2018, 100% of 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.

The Board recommends a vote “FOR” ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm.

2019 PROXY STATEMENT › 13

Proposal 3: Advisory Approval of Named Executive Officer Compensation (“Say-on-Pay” Vote)

Executive compensation is an important topic for our shareholders. At the core of our executive compensation philosophy is the belief that compensation should reflect performance; be fair, competitive and reasonable; and 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 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 2018 compensation of the NEOs.

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

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

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 next say-on-pay advisory vote will be held at our 2020 Annual Meeting.

The Board recommends a vote “FOR” the non-binding resolution approving the compensation paid to the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion.

14 › P. H. GLATFELTER COMPANY

Ownership of Company Stock

To the best of the Company’s knowledge, the following table sets forth information regarding ownership of the Company’s outstanding common stock as of March 15, 2019, (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 the rules of the 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.

Security Ownership of Certain Beneficial Owners and Management

Name of Beneficial Owner	Shares Beneficially Owned ⁽¹⁾		% of Class
BlackRock, Inc. ⁽²⁾		6,410,919	14.56		%
The Vanguard Group, Inc. ⁽³⁾		3,747,039		8.51	%
Dimensional Fund Advisors LP ⁽⁴⁾		3,660,206	8.31		%
NWQ Investment Management Company, LLC ⁽⁵⁾		3,307,723		7.51	%
Franklin Mutual Advisers, LLC ⁽⁶⁾		2,883,500	6.55		%
Fuller & Thaler Asset Management, Inc. ⁽⁷⁾		2,802,349	6.37		%
Silvercrest Asset Management Group LLC; Silvercrest L.P.; Silvercrest Asset Management Group Inc.⁽⁸⁾		2,425,161	5.51		%

Name of Beneficial Owner	Position	Total Number of Shares Beneficially Owned ⁽⁹⁾		% of Class
Dante C. Parrini	Chairman of the Board & Chief Executive Officer		282,850	*
John P. Jacunski	Executive V. P. & Chief Financial Officer		112,267	*
Martin Rapp	Senior V.P. & Business Unit President, Composite Fibers		66,454	*
Nicholas DeBenedictis	Director		68,016	*
Kathleen A. Dahlberg	Director		55,364	*
Ronald J. Naples	Director		53,330	*
J. Robert Hall	Director		52,114	*
Richard C. Ill	Director		51,044	*
Christopher W. Astley	Senior V.P. & Business Unit President, Advanced Airlaid Materials		28,882	*
Lee C. Stewart	Director		50,364	*
Samuel L. Hillard	V.P., Corporate Development & Strategy		8,366	*
Kevin M. Fogarty	Director		22,666	*
Bruce Brown	Director		12,510	*
All directors and executive officers as a group (15 individuals)			906,945	2.06%

*	indicates ownership of < 1%

(1)

For purposes of the table, shares of common stock are considered beneficially owned by a person if such person has, or shares, voting or investment power for such stock. As a result, more than one person may beneficially own the same security and, in some cases, the same shares are listed opposite more than one name in the table. The table includes, in some cases, shares beneficially held by spouses or minor children, as to which beneficial ownership is disclaimed. The address of each director, director nominee and NEO of the Company is c/o P. H. Glatfelter Company, 96 South George Street, Suite 520, York, PA 17401.

(2)

Pursuant to a Schedule 13G filed on January 29, 2019, consists of shares beneficially owned, as of December 31, 2018, by BlackRock, Inc., a parent holding company with sole voting authority over 6,285,980 shares and sole investment authority over 6,410,919 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.

2019 PROXY STATEMENT › 15

OWNERSHIP OF COMPANY STOCK

(3)

Pursuant to a Schedule 13G filed on February 12, 2019, consists of shares beneficially owned, as of December 31, 2018, by The Vanguard Group, Inc., an investment advisor which has sole voting and investment authority over 43,732 shares and 3,693,283 shares, respectively, and shared voting and investment authority over 15,652 and 53,756 shares, respectively. Vanguard Fiduciary Trust Company is a wholly-owned subsidiary of the Vanguard Group, Inc and is the beneficial owner of 38,104 of the shares reported by The Vanguard Group, Inc. Vanguard Investments Australia, Ltd. is a wholly-owned subsidiary of the Vanguard Group, Inc and is the beneficial owner of 21,280 of the shares reported by The Vanguard Group, Inc. The address of The Vanguard Group, Inc., is 100 Vanguard Boulevard, Malvern, PA 19355.

(4)

Pursuant to a Schedule 13G filed on February 8, 2019, consists of shares beneficially owned, as of December 31, 2018, by Dimensional Fund Advisors LP, an investment advisor with sole voting power over 3,513,935 shares and sole investment authority over 3,660,206 shares. All 3,660,206 shares are owned by four investment companies registered under Section 203 of the Investment Advisors Act of 1940, to which Dimensional Fund Advisors LP furnishes investment advice. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. Dimensional Fund Advisors LP serves as investment manager for certain other commingled group trusts and separate accounts. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)

Pursuant to a Schedule 13G filed on February 14, 2019, consists of shares beneficially owned as of December 31, 2018, by NWQ Investment Management Company, LLC, an investment advisor which has sole voting power and investment authority over 3,307,723 shares. All 3,307,723 shares reported on this Schedule 13G are beneficially owned by clients which may include investment companies registered under the Investment Company Act and/or employee benefit plans, pension funds, endowment funds or other institutional clients. The address of NWQ Investment Management Company, LLC is 2049 Century Park East, 16^th Floor, Los Angeles, CA 90067.

(6)

Pursuant to a Schedule 13G filed on January 31, 2019, consists of shares beneficially owned, as of December 31, 2018, by Franklin Mutual Advisers, LLC, an investment advisor with sole voting power over 2,662,800 shares and investment authority over 2,883,500 shares. All 2,883,500 shares are beneficially-owned by one or more open-end investment companies or other managed accounts that are investment management clients of Franklin Mutual Advisers, LLC, an indirect wholly-owned subsidiary of Franklin Resources, Inc. The address of Franklin Mutual Advisers, LLC is 101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789.

(7)

Pursuant to a Schedule 13G filed on February 15, 2019, consists of shares beneficially owned, as of December 31, 2018, by Fuller & Thaler Asset Management, Inc., an investment adviser deemed to be the beneficial owner of 2,802,349 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons. Fuller & Thaler Asset Management, Inc., has sole voting power over 2,743,504 shares, and sole dispositive power over 2,802,349 shares. Each person for whom Fuller & Thaler Asset Management, Inc. acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Company. The Undiscovered Managers Behavioral Value Fund, an open-end management investment company, has an economic interest in more than 5% of the subject securities reported in this Schedule 13G. The address of Fuller & Thaler Asset Management, Inc. is 411 Borel Avenue, Suite 300, San Mateo, CA 94402.

(8)

Pursuant to a Schedule 13G filed on February 14, 2019, consists of shares beneficially owned, as of December 31, 2018, by Silvercrest Asset Management Group LLC, Silvercrest L.P., and Silvercrest Asset Management Group Inc., investment advisors and a parent holding company or control person which have shared voting power over 2,425,161 shares. Shares reported represent shares held by investment advisory clients of Silvercrest Asset Management Group LLC. Silvercrest L.P. is the sole member of Silvercrest Asset Management Group LLC. Silvercrest Asset Management Group Inc. is the general partner of Silvercrest L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares reported except to the extent of its pecuniary interest therein. The address of Silvercrest Asset Management Group LLC, Silvercrest L.P., and Silvercrest Asset Management Group Inc.is 1330 Avenue of the Americas, 38^th Floor, New York, NY 10019.

(9)

Shares beneficially owned by each owner as noted below:

Name of Beneficial Owner	Directly Owned		Indirectly Owned		Options to Acquire Stock^(a)
Dante C. Parrini ^(b)		270,264		7,370		5,216
John P. Jacunski ^(c)		106,284		3,657		2,326
Martin Rapp		66,454		—		—
Nicholas DeBenedictis		68,016		—		—
Kathleen A. Dahlberg		55,364		—		—
Ronald J. Naples ^(d)		22,466		30,864		—
J. Robert Hall		52,114		—		—
Richard C. Ill		51,044		—		—
Christopher W. Astley ^(e)		25,750		1,050		2,082
Lee C. Stewart		50,364		—		—
Samuel L. Hillard		8,366		—		—
Kevin M. Fogarty		22,666		—		—
Bruce Brown		12,510		—		—
All Directors and executive officers as a group		840,156		45,815		20,974

(a)

Represents the gross number of shares of common stock that would be issued upon exercise of vested stock-only stock appreciation rights (“SOSARs”) on the Record Date. As of the Record Date, Mr. Parrini had 737,882 vested SOSARs; Mr. Jacunski had 305,966 vested SOSARs; Mr. Astley had 158,578 vested SOSARs; Mr. Hillard had 42,191 vested SOSARs; and Mr. Rapp had 111,829 vested SOSARs.

(b)

Consists of 7,370 shares held by Mr. Parrini through the Company’s 401(k) Plan.

(c)

Consists of 3,657 shares held by Mr. Jacunski through the Company’s 401(k) Plan.

(d)

Represents shares owned by Mr. Naples’ spouse.

(e)

Consists of 1,050 shares held by Mr. Astley through the Company’s 401(k) Plan.

16 › P. H. GLATFELTER COMPANY

OWNERSHIP OF COMPANY STOCK

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2018, 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		3,091,528	$	18.08		1,990,742
Equity compensation plans not approved by security holders		—		—		—
Total		3,091,528	$	18.08		1,990,742

(1)	Includes 459,004 restricted stock units (“RSUs”); 297,782 performance share awards (“PSAs”); and 2,334,742 stock-only stock appreciation rights (“SOSARs”). For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (“10% Holders”) to file reports of holdings and transactions in the Company’s common stock 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 2018 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.

2019 PROXY STATEMENT › 17

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 on the Corporate Governance page of the Company’s website at www.glatfelter.com/about_us/corporate_governance, which contains the Company’s Articles of Incorporation and By-laws, its Code of Business Conduct, a list of the directors and executive officers of the Company, the charters of each of the

Committees of the Board, and the Company’s Code of Business Ethics for the CEO and Senior Financial Officers. Copies of these materials are available, in print at no charge, upon request to the Secretary of the Company at 96 South George Street, Suite 500, York, PA 17401-1434.

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 members, but Mr. Ill will not be standing for re-election. Based on the smaller size of the Company the Board will be reduced to eight members effective on the date of the 2019 Annual Meeting of Shareholders. Each year, the Board elects one of its members to serve as Chair. Under the Board’s governance structure, the 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 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 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 Chair. The Board nominated Mr. Parrini in February 2019 as Chair, subject to his re-election as a director at the Annual Meeting.

The Board has also determined that when the same person serves as both Chair and CEO, the interests of the Company and the shareholders are best served by appointment of an independent Lead Director. In February 2019, the Nominating and Corporate Governance (“NCG”) Committee recommended, and the independent directors approved, Kevin M. Fogarty to continue as the independent Lead Director, effective on the date of the 2019 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 Chair and CEO regarding the discussions at executive sessions as appropriate. In the absence or disability of the Chair, the Lead Director assumes the authority of and performs the duties of the Chair, as provided in Section 2.18 of the Company’s By-laws, including presiding at any Board meeting at which the 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 in the Board’s operations and decision making.

In the Company’s Corporate Governance Principles, the Board has adopted the NYSE standards for determining the independence of directors, which require that a director not have a material relationship with the Company.

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 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 nominees are independent and have no material relationship with the Company: Ms. Dahlberg and Messrs. Brown, DeBenedictis, Fogarty, Hall, 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.

18 › 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. 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, the NCG Committee considers a wide variety of qualifications, attributes and other factors 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 how that candidate’s background, experience, qualifications, attributes and skills meet the changing 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 and the environment in which the Company operates, attendance and participation at 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.

Based on the process described above, the NCG Committee recommended, and the Board approved to nominate, each of the incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual experience, qualifications, attributes and skills of each candidate, including as described in the skills matrix on page 3. The NCG Committee and the Board assessed these factors in light of the Company’s business, which provides diverse lines of engineered materials.

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, (a) the person does not receive a majority vote at the next meeting for the election of 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 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 nominees does not exceed the number of directors to be elected, any 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 nominee’s resignation will be automatically accepted. If the 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 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, or may amend the Company’s By-laws to decrease the size of the Board.

2019 PROXY STATEMENT › 19

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board Meetings

The Board held eight meetings during 2018. The standing committees established by the Board held a total of 17 meetings in 2018 (including one meeting held by the Finance Committee, which was dissolved in May 2018). Each incumbent director attended at least 90% of the total number of Board and Committee meetings on which he or she served in 2018. Independent directors meet in regularly scheduled executive sessions (without Management), presided by the Lead Director.

The Company does not have a policy regarding director attendance at the Annual Meeting, though all directors traditionally attend the Annual Meeting. Eight of our nine directors attended the 2018 Annual Meeting.

Committees of the Board of Directors

Our Board has three standing committees: Audit, Compensation and Nominating & Corporate Governance (NCG). In May 2018, the Finance Committee was dissolved and its duties assumed by the Board and other Board Committees. Each committee has its own Charter, which is available, at no charge, from the Secretary or on the Company’s website at http://www.glatfelter.com/about_us/corporate_governance.

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

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

Board Committees
Committee	Responsibilities and Duties	Members	Meetings in 2018
Audit Committee	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; (4) the performance of the Company’s internal audit function and independent auditors; and (5) financial policies and other matters of financial significance to the Company.	Ronald J. Naples w * Kathleen A. Dahlberg Bruce Brown ** Nicholas DeBenedictis * ** Richard C. Ill * ** (Mr. Ill is retiring as of the 2019 Annual Meeting)	7
Compensation Committee	The Compensation Committee is responsible for 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 w Kathleen A. Dahlberg Nicholas DeBenedictis J. Robert Hall	6
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	3
w Committee Chair Financial Expert, as defined in the applicable SEC regulations *Financially literate within the meaning of the NYSE listing standards

20 › P. H. GLATFELTER COMPANY

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Continuing Board Education

We believe that our shareholders are best served by a Board that is well versed in subject matter relevant to board service and thoroughly comprehends the role and responsibilities of an effective board in the oversight and management of the Company. We feel it is appropriate for our directors to have access to educational programs on an ongoing basis to assist them in discharging their duties as directors. 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 directors and continuing education programs for incumbent directors.

Risk Oversight

The Board performs its oversight role using several different levels of review. For its reviews of the Company’s business unit operations and corporate functions, the Board reviews and considers the primary risks associated with those units and functions. The Board also reviews risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the Company’s strategy.

Each Committee also oversees the management of Company risks falling within the Committee’s areas of responsibility. In

performing this oversight function, each Committee has full access to Management as well as the ability to engage advisors. At each Board meeting, the Chair of each Committee reports to the Board on the Committee’s oversight activities.

The Company continues to manage its enterprise risks through a variety of policies, programs and internal control functions and processes designed to identify the primary risks and protect the Company’s operations and reputation while ensuring legal compliance. 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 and the implementation of its strategic plan.
Audit Committee	Compensation Committee	Management	Internal Audit
Reviews policies and guidelines with respect to risk assessment and management, including reporting on the Company's processes to manage and report risks related to litigation, foreign exchange rates, contingent liabilities and similar matters that may constitute significant financial exposure.	Reviews all 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 and administers policies, programs and internal control functions and processes designed to identify, assess and quantify significant organizational and business risks and to develop strategies and controls to protect the Company.	Assists the Company in identifying, evaluating and implementing risk management controls and methodologies to address identified risks. The Company’s Vice President, Internal Audit functionally reports to the Audit Committee.

2019 PROXY STATEMENT › 21

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Director Compensation

Payments to Directors in 2018
Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾		Stock Awards ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
Bruce Brown	$	74,500	$	114,996	$	3,329	$	192,825
Kathleen A. Dahlberg		76,000		114,996		3,329		194,325
Nicholas DeBenedictis		76,000		114,996		3,329		194,325
Kevin M. Fogarty⁽⁵⁾		90,000		114,996		3,329		208,325
J. Robert Hall		84,500		114,996		3,329		202,825
Richard C. Ill		88,000		114,996		3,329		206,325
Ronald J. Naples		75,000		114,996		3,329		193,325
Lee C. Stewart		88,000		114,996		3,329		206,325

(1)	Only non-employee directors receive compensation for service on the Board. 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 is based on the fair market value of $16.33 per share for RSUs granted on May 3, 2018, which vest one year after the grant date. As of December 31, 2018, each Director held 11,615 RSUs, 3,049 of which were vested. RSUs granted to directors prior to 2017 had 3-year ratable vesting.

(4)	Represents dividend equivalents paid in cash. The Company paid cash dividend equivalents on outstanding director RSUs granted through 2016.

(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 and align their interests with our stockholders. In making its recommendation to the Board on independent director compensation, the Compensation Committee considers the results of an analysis of director compensation provided by Meridian Compensation Partners LLC, independent compensation consultant. In 2018, Meridian conducted a competitive assessment of the Company’s compensation program for non-executive directors. The assessment 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 29 regarding the 2018 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.

Cash Compensation

In 2018 each non-employee director received an annual retainer fee of $70,000, paid in cash. In addition to the annual retainer, non-employee directors were paid in cash $1,500 for each 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. All accrued, but unpaid, director cash compensation payments are made twice annually, on May 1 and November 1.

Equity Compensation

In 2018, each non-employee director received an annual RSU award valued at $115,000 on the grant date. Such awards 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 paid until the awards vest). RSUs granted to directors will immediately vest upon a change in control. In the event of the death or disability of the director, all unvested RSUs will become immediately vested, and the restrictions will lapse.

Deferred Compensation

Pursuant to the Company’s Deferred Compensation Plan for Directors, every year each director may elect to defer 50%, 75% or 100% of his or her annual retainer for serving on the Board, but any fees paid to a director for attending meetings of any Committee or for serving as a Chair may not be deferred. No deferral elections were made in 2018.

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 5X the annual Board retainer of $70,000. Directly held shares and unvested RSUs count toward attainment of the guideline.

22 › P. H. GLATFELTER COMPANY

Corporate Responsibility

Sustainability: The Glatfelter Way

Glatfelter enhances everyday life for millions of people around the world through the products we make, the manner in which we conduct our business and the value that we generate for all stakeholders. "Sustainability" means striking the appropriate balance between our environmental responsibilities, financial performance, and social responsibilities. Only through continually achieving this balance can we truly be sustainable.

Every day, Glatfelter PEOPLE bring this sustainability mindset to the workplace and the communities we call home. Most of our facilities are located in small communities where 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 2,600 employees to be involved in their communities and the activities important to them.

For 154 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 sustainable materials and creating products that conserve resources and improve everyday life are some of the ways we protect the environment. Air emission methods, water discharge practices and production processes are all thoughtfully examined. Increasing our use of environmentally-friendly raw materials and renewable fibers, as well as reducing waste by recycling any off-quality products, helps to reduce our environmental footprint.

Glatfelter focuses on finding new and beneficial ways of using the waste and byproduct of our airlaid manufacturing process, alone or in combination with other materials, to meet needs that exist in our society. Thanks to airlaid’s high-fluid absorption and retention properties, additional applications in North America include animal bedding, spill control, and agricultural functions. Last year, Glatfelter’s AMBU waste

prevention, re-use, and recycling initiatives successfully diverted 96 percent of airlaid byproducts away from landfills and incinerators.

When Unilever wanted to offer its customers a fully biodegradable tea bag through its PG Tips brand, the company turned to Glatfelter’s Dynagreen filter paper. Glatfelter developed the paper, which uses a plant-based biopolymer rather than a more traditional crude oil polymer, as the heat-sealable component in the paper—making it fully biodegradable. It was an environmentally-driven decision to create this alternative for our customers.

Conservation and innovation are necessary to sustain the Earth’s natural resources, which is why we are working with our customers and suppliers 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, our skilled and dedicated employees, the countless suppliers who rely on us to help keep their small businesses in operation, and 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 June 2018, Glatfelter celebrated the grand opening of its state-of-the-art manufacturing facility in Fort Smith, Arkansas, which began operations earlier in the year. It is Glatfelter’s first newly-constructed facility and first airlaid facility located within

the United States. The opening of the Fort Smith facility made Glatfelter the world’s largest producer of airlaid material and cemented our position as a leader in the personal care market.

In October 2018, Glatfelter further expanded its airlaid capacity by acquiring Georgia-Pacific’s European Nonwovens business with operations located in Steinfurt, Germany and sales offices in France and Italy. The Steinfurt facility produces high-quality airlaid products for the table top, wipes, hygiene, food pad, and other nonwoven materials markets. The acquisition complemented Glatfelter’s existing business, provided immediate financial benefit and marked a key milestone in accelerating the growth of our engineered materials businesses.

With a strong balance sheet and investments in new products, Glatfelter is strategically positioned for continual growth and to become the global supplier of choice in the markets we serve.

2019 PROXY STATEMENT › 23

CORPORATE RESPONSIBILITY

Social Responsibility

From a well-established safety management system to ongoing training efforts and charitable giving programs, Glatfelter encourages a work environment that is safe, promotes healthy living and gives back to the community.

Globally, Glatfelter completed 2018 with a total case incident rate (“TCIR”) of 1.08. Half of all our facilities have safety rankings among the industry’s top 25% or better. With every injury-free day that passes we get closer to earning world-class safety performance.

Concern and caring for current and future generations is a critical part of sustainability. By investing in employee education through U.S.-based tuition reimbursement and European-based apprenticeship programs, Glatfelter is helping to strengthen communities in the regions in which we operate by living our Core Values 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.

Through philanthropy and volunteerism, we impact many communities—and many countries—in positive ways, helping to ensure the sustainability of our business, employees, customers, and fellow world residents. Volunteer services embrace many areas of the community, including the arts, education, economic development and the environment.

Our facility in Gernsbach, Germany supported local cultural organizations and partnered with educators to sustain healthy families. In Ober-Schmitten, Germany, Glatfelter PEOPLE participated in an annual challenge run for charity, while the Falkenhagen, Germany facility lent charitable support to the local art club, “Friends of Art – Pritzwalk.”

Glatfelter’s Fort Smith, Arkansas, PEOPLE engaged in a variety of projects supporting community organizations like the United Way of Fort Smith and Hope Humane Society, while the Corporate Office partnered with the York, Pennsylvania-based water company and health system and underwrote a Summer Reading Program for more than 10,000 local children. Our facility in Gatineau, Canada, sponsored a year-long urban ecology and community engagement program for teenagers.

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. The Philippines Team also demonstrated incredible commitment to the local community with donations of water, food and personal hygiene supplies to the Marawi Relief Operation and Relief Center.

Together, Glatfelter PEOPLE are contributing to the betterment of the communities in which we operate and live around the world.

24 › P. H. GLATFELTER COMPANY

Executive Compensation

Compensation Discussion and Analysis


Highlights	Introduction	25
	Say-on-Pay Vote and Shareholder Engagement	25
	Executive Summary	26
What We Pay and Why	Compensation Programs	28
	Target Pay Mix	30
	Perquisites	35
	Post-Employment Compensation	35
Policies and Practices	Additional Compensation Policies and Practices	36
Policies and Practices	Role of the Compensation Committee and Consultant Independence	37

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the 2018 compensation decisions made by the Compensation Committee and the factors influencing their decisions. The CD&A focuses on the compensation of the following 2018 named executive officers (“NEOs”):

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

•	John P. Jacunski, Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)

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

•	Samuel L. Hillard, Vice President (“VP”), Corporate Development & Strategy

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

On February 28, 2019, the Board appointed Mr. Hillard to the position of Senior Vice President, Chief Financial Officer, effective March 1, 2019. Mr. Hillard succeeds Mr. Jacunski, who will be leaving the Company effective March 31, 2019. In addition, Mr. Rapp will be leaving the Company effective October 1, 2019. The responsibilities of Mr. Rapp’s role will be redefined as part of the migration from a business unit structure to a functional operating model, as announced in the Company’s March 1, 2019 press release.

Upon execution of severance agreements, the Company will disclose the terms of such agreements by filing Current Reports on Form 8-K pursuant to Item 5.02(e).

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 2018 Annual Meeting of Shareholders, with 96% of the shares voting in favor of the Company’s NEO compensation. During 2017, we engaged in extensive shareholder engagement to solicit feedback on our executive compensation programs and implemented several changes between 2017 and 2018 to improve alignment with shareholder expectations. The following changes took effect in 2018:

•

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, and cost optimization initiatives, with

an overall focus on adjusting to pressures in specialty paper markets and gains in engineered products;

•	The Compensation Committee added a cumulative three-year relative Total Shareholder Return (“TSR”) as a modifier to PSAs; and

•	Under the annual bonus plan for Business Unit Presidents, the weight of business unit operating profit metric results in the short-term incentive plan was increased from 40% to 70% to emphasize the need for continued growth of the engineered materials business.

These actions were intended to further align the Company’s compensation philosophy and executive compensation practices with shareholder expectations, enhancing pay for performance and pay at risk, as reflected in our favorable Say-on-Pay vote in 2018.

2019 PROXY STATEMENT › 25

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

2018 Year in Review

In 2018 our strategy focused on leveraging organic growth and growth through acquisitions in global engineered materials businesses. Our business has undergone a significant strategic transformation into a leading global supplier of engineered materials. Milestones achieved in 2018 include:

The successful production of airlaid wipes product from our new $90 million facility in Arkansas. This facility, with 20,000 metric-ton capacity, was built to meet the growing demands of the North American market;

The acquisition of a European nonwovens business based in Steinfurt, Germany for $181 million. The facility is a state-of-the-art, 32,000-metric-ton-capacity manufacturing facility that employs approximately 220 people; and

Delivered on commitment to evaluate strategic alternatives for the Specialty Papers business unit by successfully completing its sale for $360 million.

These actions were pivotal steps as we build the new Glatfelter, which is more focused on businesses with attractive growth profiles, wider margins and lower capital investment. The new Glatfelter is approximately a $1 billion revenue business with two global operating units serving high-valued, niche nonwovens growth markets.

For 2018, we reported the following key financial results (from continuing operations giving effect to Specialty Papers business unit as a discontinued operation):

•

Consolidated net sales totaled $866.3 million compared with $800.4 million in 2017; and

•

Adjusted income totaled $9.2 million, or $0.21 per share, compared with $26.4 million or $0.59 per share in 2017.

Additionally, as we seek to optimize the efficiency of our business, in the third quarter of 2018 we launched plans to right-size our corporate headquarters which is expected to generate $14 million to $16 million of annual savings by the end of 2019.

From an operating perspective our 2018 results were below expectations. Results were adversely impacted by:

•	Rapid and significant increases in input costs together with limited selling price increases due to competitive environment in CFBU;

•	Slower than anticipated ramp-up of North American capacity in AMBU together with extended qualification period for new customers; and

•	A higher tax rate due in part to the new U.S. tax laws and lower domestic earnings as a result of the divestiture of SPBU.

The following provides a summary for each of our business units’ performance in 2018.

ADVANCED AIRLAID MATERIALS

•	Net sales increased $55.3 million and totaled $311.4 million in 2018, primarily due to higher shipping volumes reflecting 5.6% organic growth and the Steinfurt acquisition.

•	The Steinfurt acquisition and the Fort Smith facility increased production capacity by 52,000 metric tons.

•	Operating income totaled $29.9 million in 2018, substantially in-line with the prior year.

COMPOSITE FIBERS

•	Net sales increased $10.6 million, or 1.9%, and totaled $554.9 million in 2018. On a constant currency basis, net sales declined 1.5% and shipping volumes declined 4.4%.

•	Higher raw material and energy prices adversely impacted results by $17.1 million.

•	Operating income decreased $13.9 million to $48.4 million in 2018 primarily due to significantly higher input costs.

26 › P. H. GLATFELTER COMPANY

EXECUTIVE COMPENSATION

2018 Compensation Overview

The elements of our executive compensation programs for 2018 included base salary, short- and long-term incentives, minimal perquisites, and retirement 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 performance, responsibilities, skills and value to the Company
Short-Term Incentive (“STI”)	Annual Cash Bonus (Management Incentive Plan)	Variable pay motivates and rewards executives for achieving annual financial results
Long-Term Incentives (“LTI”)	Performance Share Awards (“PSAs”)	Variable pay motivates and rewards executives for achieving cumulative business results derived from the Company’s strategic plan; directly aligns Management’s interests with shareholders’ interests
Long-Term Incentives (“LTI”)	Restricted Stock Units (“RSUs”)	Promotes retention of key executives that is aligned with Company stock price and supports execution of the Company’s strategic plan
Other Benefits	Pension and 401(k) plan, supplemental retirement plans, health and welfare benefits, severance arrangements and minimal perquisites	Market-competitive offerings to attract and retain high caliber executive talent

2018 NEO Compensation Overview and Highlights

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

•	Base salaries:

All NEOs received salary increases in 2018, following 2017 when all NEO salaries were frozen. The average of all increases was 4.5% and increases were based on individual performance and market-competitive compensation levels for the roles.

•	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 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. STI awards for business unit leaders (Messrs. Astley and Rapp) were also based on the operating profit aligned to the performance of their respective business units.

Individual STI target bonus opportunities were unchanged for 2018, except that Mr. Hillard received a five percent target increase to align with market-competitive levels (i.e. market median).

Financial performance and payout results:

Results for ONI, Free Cash Flow, and AMBU and CFBU operating profits all fell below the threshold as compared to the financial targets established by the Compensation Committee at the start of the performance period. As a result, none of the NEOs received STI payouts for fiscal year 2018 performance.

•	Long-term incentives (“LTI”):

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

The long-term incentive program (“LTIP”) is primarily performance-based with 60% of a NEOs equity value (at

target) awarded in PSAs tied directly to the achievement of Return on Capital Employed (“ROCE”) and EBITDA goals. The remaining value is in time-vested RSUs.

PSAs have a three-year vesting period and provide an opportunity to receive shares of Company common stock contingent upon the achievement of two-year performance goals tied to ROCE and cumulative EBITDA and excluding unusual items. A three-year relative cumulative TSR modifier also applies to grants beginning in 2018. The Compensation Committee added this metric to the program after receiving feedback from key shareholders following an outreach program conducted in 2017.

RSUs cliff vest at the end of a three-year vesting period based on continued service and are designed to promote retention and provide motivation to increase share value. RSUs are not subject to a TSR modifier.

The PSAs granted in 2016, which vested at the end of the three-year period on December 31, 2018, resulted in a 93.4% payout based on cumulative EBITDA and average ROCE performance for the performance period which ended on December 31, 2017. The 2016 PSAs are not subject to a TSR modifier. Additional details regarding these performance results are provided on page 34.

For the PSAs granted in 2017, which are earned based on cumulative EBITDA and average ROCE performance for the performance period ending December 31, 2018, a payout of 50.5% of target was achieved. Service through December 31, 2019 is required for vesting and no TSR modifier applies to this grant. Additional details regarding the performance results are provided on page 35.

To recognize his achievements with the SPBU divestiture and nonwoven acquisition during 2018, Mr. Hillard received a one-time retention grant of 31,170 RSUs on December 20, 2018, in addition to his annual grants under the LTIP. Mr. Hillard must remain employed for three years to vest in the award.

2019 PROXY STATEMENT › 27

EXECUTIVE COMPENSATION

In addition to total direct compensation (consisting of base salary, STI and LTI) the Company provides retirement benefits to NEOs which are important for long-term retention. Messrs. Parrini and Jacunski participate in legacy pension plans that the Compensation Committee considers prior commitments based on their long service. The legacy pension plans (qualified and non-qualified) have been closed to new entrants since 2007. Changes in the pension value illustrated 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 4 of the Summary Compensation Table for additional details regarding change in pension values).

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

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:

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 of Integrity, Financial Discipline, Mutual Respect, Customer Focus, and Environmental and Social Responsibility. The Compensation Committee recommends approval of the Company’s compensation philosophy to the Board 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 and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s executive compensation programs generally target total compensation at the size-adjusted 50th percentile of the 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.

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”) that meets in executive session regularly at each meeting to provide advice, information and analysis on executive compensation and benefits.

The Compensation Committee confers with the Consultant, the CEO, the CFO, and the Vice President of Human Resources 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 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 and Company performance, and the Company’s succession planning when making compensation decisions for each NEO.

Consistent with the prior year, the Compensation Committee continued to retain the services of Meridian Compensation Partners, LLC (“Meridian”) as the Consultant during 2018. The role of the Consultant is to assist with:

•	providing competitive compensation market data;

•	assessing the competitiveness of the executive compensation programs;

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

•	advising the Compensation Committee on:

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; and

Say-on-Pay guidance and input.

Compensation Peer Group and Benchmarking Process

To determine market levels, the Company targets the size-adjusted 50th percentile, and the Compensation Committee reviews target total compensation for similarly situated

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

•	William H. Mercer’s Executive Compensation Database;

•	Willis Towers Watson’s Executive Compensation Database; and

•	Korn Ferry Hay Group’s Executive Compensation Database.

A market analysis is performed annually for the CEO and CFO and biennially for the remaining executives, unless market conditions warrant a market study for additional executive roles for the year. For 2018 compensation decisions, the market review included the total compensation of the CEO and CFO and all other NEOs.

The Compensation Committee annually reviews the Company’s Compensation Peer Group to establish a relevant and appropriate peer group size. For 2018, AEP Industries was removed due to its acquisition by Berry Global. The annual revenues of the companies in the 2018 Compensation Peer Group range from $599 million to $6.1 billion with median revenue of $3.4 billion.

The Compensation Committee believes the current peer group was appropriate for 2018 as it consists of companies within a reasonable revenue range compared to Glatfelter (subject to size-adjusting as described below) in the paper, packaging and forest products industries. In selecting peer companies, the Compensation Committee targets consistency in the Company’s Compensation Peer Group to ensure it continues to reflect companies within its industry for which the Company competes for talent.

Recognizing that the median annual revenue of the Company’s Compensation Peer Group is greater than the Company’s 2018 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. The Compensation Committee believes the methodology of benchmarking pay to regressed peer compensation levels is a widely-accepted and appropriate methodology.

The following is a list of companies included in the Compensation Peer Group for 2018:



2018 Compensation Peer Group
Aptar Group, Inc.	Neenah Inc.
Avery Dennison Corp.	Packaging Corp. of America
Bemis Company Inc.	Potlatch Corp.
Clearwater Paper Corp.	Rayonier, Inc.
Domtar Corp.	Resolute Forest Products, Inc.
Graphic Packaging Holding Co.	Schweitzer-Mauduit International, Inc.
Greif, Inc.	Silgan Holdings, Inc.
KapStone Paper & Packaging Corp.	Sonoco Products Co.

Although the revenue size of the Company has been reduced significantly following the sale of SPBU, the Committee has decided to keep the Compensation Peer Group unchanged as it considers 2019 pay changes. The peer group companies remain those for whom we compete with for business and for talent, and the statistical analyses used to size-adjust the data compensates for the size variances that exist among the group. Going forward, we plan to continue to monitor the Compensation Peer Group and also analyze a sub-set of the group (which eliminates those companies with revenues over $5 billion) to ensure that these companies do not skew the overall results of the existing group.

2019 PROXY STATEMENT › 29

EXECUTIVE COMPENSATION

TARGET PAY MIX

Annually, the Compensation Committee reviews the mix of base salary, STI and LTI, which comprises total target direct compensation, for each NEO to ensure an appropriate level of the executives’ 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 mix of compensation varies for each NEO with an average of 61% of target pay considered at risk. This average does not include pension or other benefits. Mr. Parrini has the greatest level of STI and LTI opportunity, with 73% of his total target direct compensation considered at risk. 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

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 approved annually by the Compensation Committee and, in the case of the CEO, 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 recommendations from the CEO for the NEOs other than himself;

•	Company and individual NEO performance;

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

•	the external competitiveness of the NEO’s compensation;

•	Company executive succession planning; and

•	internal equity and retention considerations.

For 2018, the following NEO base salary increases were approved, in each case, to more closely approximate the market median and to account for individual performance (following 2017, when base salaries for NEOs were frozen):

NEO Base Salaries (Annualized)
NEO	Prior Base Salary (effective February 1, 2017)		New Base Salary (effective February 1, 2018)		% change
Parrini	$	973,865	$	998,212	2.5%
Jacunski	$	529,024	$	550,185	4.0%
Astley	$	368,051	$	393,815	7.0%
Hillard	$	315,000	$	327,600	4.0%
Rapp⁽¹⁾	€	346,495	€	363,820	5.0%

(1)Mr. Rapp’s salary is paid in Euros; average 2018 exchange rate was 1.1815$/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. There were no changes to NEO target bonuses for 2018 except for Mr. Hillard, whose target was increased by five percentage points for closer alignment to market-competitive levels.

2018 NEO target bonus opportunities were as follows:

NEO MIP Target Bonus
NEO	2018 Target Bonus (as percentage of 2018 Base Salary)
Parrini	100%
Jacunski	65%
Astley	55%
Hillard	50%
Rapp	55%

In February each year, the Compensation Committee, in consultation with the Audit Committee, determines the degree to which the pre-established MIP performance metrics have been met. The Compensation Committee then decides whether to award bonuses to the NEOs, and at what level. The amount ultimately earned by the NEOs depends on the achievement of performance metrics. The Compensation Committee may in its discretion adjust downward any bonus earned by any NEO or other executive based on their judgment of management’s achievement of the financial outcomes. The use of downward discretion was last used in determining payouts of 2017 MIP. Any downward adjustment to the CEO’s bonus requires ratification and approval by the independent members of the Board.

For 2018, the Compensation Committee adopted a MIP design generally consistent with the design used in 2017 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 target. Performance below threshold levels results in a zero payout. The 2018 MIP incorporated the following two metrics for all NEOs:

•

ONI – (weighted 80% for corporate positions and 24% for business unit positions). ONI 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, and certain other items as specified by the Compensation Committee.

•

Free Cash Flow – (weighted 20% for corporate positions and 6% for business unit positions). Free Cash Flow is 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.

•

Business Unit Operating Profit – (weighted 70% for business unit positions only). Operating profit is determined in accordance with US GAAP and excludes pension expense and certain non-recurring items as determined by the Compensation Committee. For 2018 the business unit NEOs’ weighting for business unit operating profit was increased from 40% to 70% to emphasize the need for continued growth in the engineered materials business.

These metrics are intended to focus NEOs and other key executives on generating earnings and effectively managing cash flow. The Compensation Committee supported continuing to use these metrics in 2018 to reinforce the Company’s operational and strategic objectives.

In 2018, the performance metrics were weighted as follows for the NEOs:


Corporate Positions	Business Unit Positions

2019 PROXY STATEMENT › 31

EXECUTIVE COMPENSATION

The targeted performance levels of ONI, Free Cash Flow, and business unit operating profit or EBITDA were derived from the Company’s 2018 budgeted levels as approved by the Board. Developing the budget involves a variety of factors and assumptions including the Company’s strategic planning process and an assessment of the expected business environment. The Compensation Committee incorporates a requirement that the Company achieve minimum performance (“Threshold”) for each metric separately before any bonus may be earned (“Threshold”) on the respective portions of the overall award.

The Compensation Committee set rigorous MIP goals with targets above the prior year actual results to emphasize the importance of year-over-year growth. In setting performance goals for 2018, the Compensation Committee considered, among other factors, expectations of projected growth in many

markets with a focus on markets across engineered products. The Compensation Committee considered major capital projects expected to be completed, with ongoing long-term investments in AMBU. In addition, the Compensation Committee considered the increasingly challenging business environment due to secular declines in demand in the former Specialty Papers business unit, increasing competition, and excess capacity in many key markets. Furthermore, the Compensation Committee considered the risk that adverse global economic conditions could impact our target markets resulting in decreased demand for our products. In determining 2018 performance results, the Compensation Committee made an adjustment for the last two months of 2018 to account for the sale of the Specialty Papers business unit on October 31.

The following table outlines the approved threshold, target and maximum payment opportunities and financial goals for the NEOs under the 2018 MIP, as well as the weighted payout results based on the performance metric weights. Because all metrics fell below the required threshold performance, no MIP payouts were earned by any NEOs for 2018 performance.

NEO MIP Performance Metrics and Payout Levels
	Plan Goals										2018 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)
Operating Net Income⁽¹⁾⁽²⁾	< $ 45.7	$	45.7		$	57.1		$	79.9		$	24.2		0	%	0		%
Free Cash Flow⁽¹⁾⁽²⁾	< $ 70.2	$	70.2		$	87.7		$	122.8		$	24.6		0	%	0		%
Advanced Airlaid Materials Business Unit Operating Profit⁽²⁾	< $ 31.6	$	31.6		$	39.5		$	55.3		$	27.6		0	%		0	%
Composite Fibers Business Unit Operating Profit⁽²⁾	< $ 56.7	$	56.7		$	70.9		$	99.3		$	48.9		0	%		0	%

(1)	Corporate NEO metric weighting: 80% ONI and 20% Free Cash Flow.

(2)	Business unit NEO metric weighting: 24% ONI, 6% Free Cash Flow, 70% Business Unit Operating Profit.

No payouts were earned for any NEOs as shown below:

NEO MIP Payments
NEO	2018 Target Bonus (as a percentage of 2018 Base Salary)	Eligible Salary		2018 MIP Target Bonus		2018 MIP Payout Percent			2018 MIP Payout
Parrini	100%	$	998,212	$	998,212		0	%	$	0
Jacunski	65%	$	550,185	$	357,620		0	%	$	0
Astley	55%	$	393,815	$	216,598		0	%	$	0
Hillard	50%	$	327,600	$	163,800		0	%	$	0
Rapp¹	55%	€	363,820	€	200,101		0	%	€	0

(1)	Mr. Rapp’s salary is paid in Euros; performance period year-end exchange rate for comparison purposes only to USD: 1.145 $/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 shareholders. Annually, the Compensation Committee determines the target opportunity of LTI compensation to be granted to executives by targeting the size-adjusted 50th percentile of the market, but reserves flexibility to deviate from the target.

The Company’s 2018 LTIP design consisted of

•

Performance-based PSAs, which vest over three years with a two-year absolute performance period and a three-year cumulative relative TSR modifier, and

•

Time-based RSUs, which vest over three years based on continued service.

PSAs comprise the majority of the total annual target value at 60% of the award value and the remaining 40% as RSUs.

32 › P. H. GLATFELTER COMPANY

EXECUTIVE COMPENSATION

The 2018 LTIP design is summarized below:


2018 LTIP
Equity Vehicle (Weight)	Compensation Opportunity	Financial Performance Metrics	Objective
PSAs (60%)	- Ability to earn shares of Company common stock upon the attainment of pre-established two-year performance goals (January 1, 2018 through December 31, 2019), plus a three-year cumulative TSR modifier; vesting occurs at the end of the three-year period, assuming continued employment. - Threshold performance level: 60% achievement results in a 20% of target payout. - Maximum performance level: 140% achievement results in a 200% of target payout.	- Weighted 60% on average ROCE – two-year average - Weighted 40% on cumulative adjusted EBITDA (excluding unusual items) over two years - Three-year relative TSR modifier (S&P SmallCap 600 Index)	- Align executives’ 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.	- Value increases as the Company stock price increases.	- Promote retention of key executives to support execution of the Company’s strategic plan.

The Compensation Committee determined that changes to the general design of the LTI awards would be made for 2018 to incorporate a relative TSR modifier to align compensation with performance using an established and appropriate index. PSAs 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.

EBITDA is a commonly used measure of the cash earnings that are 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 a capital base. These metrics are appropriate due to the focus on efficient use of resources and longer-term profitability across the business units.

PSAs have a two-year performance period and a three-year vesting period, so that a NEO must remain employed for one year after the end of the performance period to receive the underlying shares. In 2018, the Company added a three-year cumulative relative TSR modifier as part of the PSA design. The Compensation Committee believes that a two-year performance period is appropriate for PSAs at this time, in order to give more accurate visibility to goal setting. In determining to establish a two-year performance measurement period for PSAs granted in 2018, the Compensation Committee considered (1) the need to provide line-of-sight to incent executives to achieve capital productivity and earnings goals over the longer-term and (2) the inability to forecast performance goals beyond the two-year period due to cyclical downturns in our business and adverse global economic conditions. The Compensation Committee decided to set two-year performance goals, with one additional year of time-based vesting (assuming achievement of the performance goals), in

order to promote sustained performance focus, encourage long-term retention and align with a three-year vesting period. The TSR modifier will apply a positive or negative 25% modifier 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.

Given their relationship to our annual operating plan and business strategy, the pre-established ROCE and EBITDA goals and their specific target levels for the 2018-2019 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 2018-2019 ROCE and EBITDA targets for the PSAs at a level that it believed would be challenging, but possible, for the Company to achieve.

The RSUs cliff-vest at the end of a three-year period, 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. RSUs are not subject to a TSR modifier.

In addition to his annual LTI grant, Mr. Hillard received a one-time retention grant of 31,170 RSUs on December 20, 2018 to recognize his achievements with the SPBU divestiture and nonwoven acquisition during 2018. Mr. Hillard must remain employed for three years to vest in the award.

2019 PROXY STATEMENT › 33

EXECUTIVE COMPENSATION

The PSAs and RSUs granted to the NEOs during 2018 were based on NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market benchmarks for each position. The following table provides a summary of the RSU and PSA (at target) awards granted in 2018:

2018 LTI Grants⁽¹⁾
					PSAs
NEO	RSUs		Minimum Shares (0% payout below threshold)		Performance Share Target (100% payout)		Maximum Shares (200% payout at Maximum)
Parrini		32,289		0		48,433		96,866
Jacunski		11,572		0		17,358