Play with Paper
Neenah Paper Inc. | 2013 Annual Report
Contents 3
Annual Meeting Voting
9
Proposal One
11
Board of Directors
6
Highlight of the year,
8
Statistic and Charts
13
Corporate Governance
17
Director Compensation
19
Executive Compensation
Contents
30
Proposal Two
32
Additional Compensation
40
42
Proposal Three Independent Registered Fee
43
Stockholders’ Proposals Other Matters
Committee Interloacks Section 16(a) Ownership
41
Audit Committee Report Neenah Paper Inc. | 2013 Annual Reportâ€
02
Highlight of the Year
Highlight of the Year Neenah’s Fine Paper business is a leader in the North American premium fine paper market. We are a world-class manufacturer of premium writing, text and cover materials, cotton fiber papers and specialty items. Our signature brands include CLASSIC®, ENVIRONMENT®, STARWHITE® and SUNDANCE® papers. Through an exclusive partnership agreement with Crane & Co., we also manufacture, market and distribute Crane’s fine business paper brands, such as CRANE’S CREST®, CRANE’S BOND®, CRANE’S LETTRA® and CRANE’S® CHOICE papers. A pioneer in eco-friendly products, our ENVIRONMENT® brand is the premier offering of postconsumer content papers in the market.
Neenah Paper Inc. | 2013 Annual Report
Neenah’s leadership role in fine paper is supported by our broad range of colors, textures and other product features, as well as our superior customer service and supply chain capabilities. Our products are in demand wherever image counts: for letterhead, business cards, private watermark stationery, annual reports, brochures and such specialized uses as luxury retail packaging and beverage labels. Our Fine Paper business serves its markets through three mills located centrally in Wisconsin.
06
Statistic and Charts Adjusted Operation Income
7% 7%
6% 4%
$4.9
$7.5
$10.3
$10.8
Q109
Q209
Q309
Q409
Returned of Invested Capital 2% 2012
6% 2013
Statistic and Charts
At Neenah, financial stewardship means safeguarding and employing our assets to provide stakeholders with a stable, attractive return on their investment. Toward that goal, we operate our businesses to improve their return on invested assets and deliver solid cash flow. We work to maintain a reasonably conservative debt structure and sufficient liquidity to allow us to grow.
And we believe in the importance of a dividend as a component of shareholder value. As a result of our fiscal discipline and focus, Neenah made important fi nancial progress in 2009 despite the challenging economic environment our industry and customers faced.
Cash Flow
$13
0
$(30) 2012
Neenah Paper Inc. | 2013 Annual Reportâ€
$65
0
$(8)
2013
08
Proposal One
Proposal One
Election Of Directors The Board currently consists of eight members divided into two classes of three directors and one class of two directors. The directors in each class serve three year terms, with the terms of the Class II directors expiring at the 2012 Annual Meeting. The Board has nominated Mary Ann Leeper and Stephen M.
Neenah Paper Inc. | 2013 Annual Reportâ€
Wood, each a current director of Neenah, for re-election as Class II directors at the 2012 Annual wserve a three-year term expiring at the 2015 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.
09
Board of Directors
Mary Ann Leeper, Ph.D. Senior Strategic Advisor, Female Health Company and Former President and Chief Operating Officer, Female Health Company
Edward Grzedzinski Former Chief Executive Officer, NOVA Information Systems
Sean T. Erwin Chairman of the Board, Former President and Chief Executive Officer, Neenah Paper, Inc.
Board of Directors
Timothy S. Lucas, CPA Independent Consultant, Lucas Financial Reporting and Former Director of Research, FASB
Neenah Paper Inc. | 2013 Annual Reportâ€
John F. McGovern Partner, Aurora Capital LLC and Former Executive Vice President and Chief Financial Officer, Georgia Pacific Corporation
11
Proposal Two
Proposal Two
Advisory vote on Compensation Our executive compensation program has been We encourage stockholders to review the Comdesigned to pay for performance and align our pensation Discussion and Analysis (“CD&A”) compensation programs with business strate- section of this proxy statement. gies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation.
Neenah Paper Inc. | 2013 Annual Report
30
Proposal Three
Independance Fee The Audit Committee of our Board of Directors, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012.
As a matter of good corporate practice, the Board has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting.
Proposal Three
Neenah Paper Inc. | 2013 Annual Reportâ€
42