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March 27, 2024
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Dear Stockholder:
“LP finished 2023 with results that reflect increased operational efficiency and improving outlook for single-family housing. As we look forward to 2024 and beyond, LP’s recent investments in mill and prefinishing capacity leave us well positioned for expansion and share gains in Siding and Structural Solutions.”
On behalf of the Board of Directors of Louisiana-Pacific Corporation (“LP”), thank you for your investment and continued confidence in LP. I cordially invite you to attend our 2024 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders will be held virtually on May 10, 2024 at 7:30 a.m. Central Time via live audio webcast at http://www.virtualshareholdermeeting.com/LPX2024.
At this year’s meeting, you will be asked to vote on:
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the election of three Class III directors,
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the ratification of the appointment of LP’s independent registered public accounting firm for 2024, and
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the approval, on a non-binding, advisory basis, of named executive officer compensation.
Our Board of Directors unanimously recommends a vote “FOR” each of the director nominees, and “FOR” Proposals 2 and 3. Action may also be taken on any other matters that may properly come before the meeting.
Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, we urge you to vote promptly according to the instructions in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form you received.
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Sincerely,
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W. BRADLEY SOUTHERN
Chairperson of the Board of Directors & Chief Executive Officer |
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS |
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Agenda
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Board
Recommendations |
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Page
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Proposal 1
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To elect three Class III directors;
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FOR
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Proposal 2
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To ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2024;
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FOR
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Proposal 3
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To approve, on a non-binding, advisory basis, named executive officer compensation; and
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FOR
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VIA THE INTERNET
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BY MAIL
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BY TELEPHONE
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DURING THE MEETING
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TABLE OF
CONTENTS |
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| | | | | 1 | | | |
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PROXY
SUMMARY |
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DATE AND TIME
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PLACE
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RECORD DATE
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VOTING
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ADMISSION
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Friday, May 10, 2024 at 7:30 a.m. Central Time
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Virtually via live audio webcast at
http://www.virtualshare holdermeeting.com/LPX2024 |
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March 12, 2024
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Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote on each matter to be acted upon at the meeting.
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Attend by entering the 16-digit voting control number found on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.
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PROPOSAL 1
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Each Nominee |
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ELECTION OF THREE CLASS III DIRECTORS
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Your vote is requested to elect three Class III director nominees to the Board, all of whom currently serve as directors of L.P. Each director nominee is a proven leader who has demonstrated a commitment to upholding LP’s core values.
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See page 5 for more information.
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PROPOSAL 2
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RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024
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Your vote is requested to ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2024. Deloitte & Touche LLP has served as LP’s independent registered public accounting firm since 1997. In making the determination to appoint Deloitte & Touche LLP for 2024, the Finance and Audit Committee of the Board (the “Audit Committee”) considered, among other factors, the independence and performance of Deloitte & Touche LLP, and the quality and candor of Deloitte & Touche LLP’s communications with the Audit Committee and LP’s management.
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See page 32 for more information.
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PROPOSAL 3
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APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION
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Your vote is requested to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Our executive compensation program aligns the compensation of our named executive officers with our performance through the business cycle as well as their individual performance.
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See page 36 for more information.
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DIRECTOR
SINCE |
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BOARD COMMITTEES
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NAME
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AGE
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INDEPENDENT
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AC
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CC
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GC
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EC
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Class III Directors to Be Elected for a Three-Year Term Expiring at the 2027 Annual Meeting
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F. NICHOLAS GRASBERGER III
Chairman and Chief Executive Officer of Enviri Corporation
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60
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2019
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OZEY K. HORTON, JR.
Director Emeritus of McKinsey & Company
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73
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2016
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W. BRADLEY SOUTHERN
Chairperson of the Board and Chief Executive Officer of LP
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64
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2017
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Class I and II Directors Continuing in Office
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JOSE A. BAYARDO
Senior Vice President and Chief Financial Officer of NOV Inc.
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52
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2021
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TRACY A. EMBREE
President of Otis Americas
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50
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2016
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LIZANNE C. GOTTUNG
Retired EVP-Senior Adviser to the CEO/Chair of Kimberly-Clark Corporation
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67
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2006
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STEPHEN E. MACADAM
Retired Chief Executive Officer of EnPro Industries, Inc.
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63
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2019
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DUSTAN E. MCCOY
Retired Chairman and Chief Executive Officer of Brunswick Corporation
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74
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2002
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STRONG INDEPENDENT OVERSIGHT
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7 of our 8 directors are independent (all except Mr. Southern, our Chief Executive Officer).
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All members of the standing committees of the Board are independent (except for the Executive Committee, chaired by Mr. Southern).
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Executive sessions scheduled for each quarterly Board meeting.
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COMMITMENT
TO BOARD EFFECTIVENESS |
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Limits on other directorships (i.e., no overboarding).
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Each director attended at least 75% of all Board and applicable committee meetings.
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Annual Board and committee self-evaluation.
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New director orientation and ongoing educational opportunities.
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Regular review of succession planning.
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Mandatory retirement following a director’s 75th birthday.
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ALIGNMENT WITH STOCKHOLDERS’ INTERESTS
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Majority voting standard for uncontested election of directors.
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Policy to address resignation of director nominees who fail to receive majority vote in uncontested election of directors.
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Stock ownership guidelines for directors and executive officers.
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Directors, executive officers, and certain employees prohibited from hedging activities and pledging activities, in each case unless otherwise approved in writing.
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GOVERNANCE
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At LP, we are committed to doing the right thing, always. Our purpose-driven corporate governance practices help foster accountability, integrity, and transparency as we strive to create innovative, sustainable products and deliver value for our customers, team members, stockholders, communities, and other key stakeholders.
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PEOPLE
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We work every day to foster a safe, inclusive environment where every LP team member can grow, thrive, and belong. We provide competitive pay and comprehensive benefits, empowering our team members to take care of themselves and their families. At LP, we believe that by building and developing a more diverse, engaged, and highly skilled workforce, we are also building a better, more sustainable, and more competitive company—because when our people thrive, our company thrives.
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ENVIRONMENT
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At LP, environmental stewardship is at the heart of our business. We strive to responsibly manage our environmental footprint from product innovation and sourcing to manufacturing and all the way through product installation and end-use. Our efficiently made, responsibly sourced, and carbon-negative products mean that we are not only stewards of the environment, but also part of the climate solution.
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PRODUCTS
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For a half century, we have built our reputation on innovative, high-quality building products designed for performance and engineered to last longer. Every LP building product begins with sustainably sourced fiber and our thoroughly tested product formulas. Our reliable, state-of-the-art manufacturing processes incorporate rigorous safety standards and relentless quality testing to consistently produce carbon-negative products that withstand the test of time.
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COMMUNITY
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The way we live, work, and interact within our communities is guided by our respect for the interconnectedness we share as community members. LP and our team members engage with our neighbors—Indigenous peoples, veterans, youth, educators, nonprofits, and more—listening to their hopes and history and collaborating to support their needs.
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ELECTION OF
DIRECTORS |
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The Board recommends that you vote “FOR” the election of each of the three Class III director nominees.
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F. NICHOLAS GRASBERGER III
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Independent Director
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Chairman and Chief Executive Officer of Enviri Corporation
AGE: 60
DIRECTOR SINCE:
2019
COMMITTEES:
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Audit Committee (Chair)
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Executive Committee
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Governance Committee
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BACKGROUND:
Mr. Grasberger is Chairman and Chief Executive Officer of Enviri Corporation (NYSE: NVRI), a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector (“Enviri”). He joined Enviri in 2013 as Chief Financial Officer and was appointed President and Chief Executive Officer in 2014. He became Chairman in October 2018. Prior to joining Enviri, Mr. Grasberger served as Managing Director of the Precision Polymers Division of Fenner PLC, which traded on the London Stock Exchange under the ticker symbol FENR prior to its acquisition by Compagnie Générale des Établissements Michelin in 2018. Earlier, he spent four years with Armstrong World Industries, Inc. (NYSE: AWI), first as Senior Vice President and Chief Financial Officer, and later as Executive Vice President of Building Products and Asia Pacific. Mr. Grasberger also held the positions of Vice President and Chief Financial Officer for Kennametal, Inc. (NYSE: KMT), and of Corporate Treasurer and Director of Corporate Planning at H. J. Heinz Company, which has since merged into Kraft Heinz Company (NASDAQ: KHC). He started his career with USX Corporation, since renamed United States Steel Corporation (NYSE: X).
Mr. Grasberger graduated from the University of Notre Dame with a bachelor’s degree in Business Administration and Finance, and from the University of Pittsburgh’s Katz Graduate School of Business with an M.B.A.
QUALIFICATIONS:
The Board selected Mr. Grasberger to serve as a director based upon his broad financial expertise and strong leadership experience. The Board believes that Mr. Grasberger’s significant record as a successful chief executive officer and his experience leading publicly traded companies will provide strategic insight to LP and makes him particularly well-suited to serve as a director of LP.
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SKILLS:
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Public Company
Board Experience |
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C-Suite Leadership
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Financial
Literacy / Accounting |
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Manufacturing and
Distribution / Sourcing / Logistics |
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Global Operations
Experience |
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Risk Management
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Strategic Planning
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Environmental /
Sustainability / Corporate Responsibility |
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OZEY K. HORTON, JR.
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Independent Director
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Director Emeritus of McKinsey & Company
AGE: 73
DIRECTOR SINCE:
2016
COMMITTEES:
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Audit Committee
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Governance Committee
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BACKGROUND:
Mr. Horton has been a Director Emeritus of McKinsey & Company, a global management and consulting firm, since 2011, when he retired after nearly 30 years with the firm. At McKinsey & Company, Mr. Horton worked in various practice areas around the globe, including Pulp, Paper and Packaging, Industrial, Change Management, Global Operations in Energy and Materials, and Basic Materials. Mr. Horton is a faculty member for McKinsey & Company’s leadership development program and also serves as an independent business advisor. Mr. Horton also serves as a director of Worthington Enterprises, Inc. (NYSE: WOR).
Mr. Horton graduated from Duke University with a bachelor of science degree in Civil and Environmental Engineering and from Harvard Business School with an M.B.A.
QUALIFICATIONS:
The Board selected Mr. Horton to serve as a director because of his extensive experience in global operations, strategic planning, merger and acquisition integration and change management. The Board believes that Mr. Horton’s broad understanding of the operational and strategic issues facing large global companies and his experience in both change management and merger and acquisition integration make him particularly well-suited to serve as a director of LP.
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Public Company
Board Experience |
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Financial Literacy / Accounting
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Global Operations
Experience |
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Risk Management
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Strategic Planning
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W. BRADLEY SOUTHERN
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Chairperson of the Board and Chief Executive
Officer of LP
AGE: 64
DIRECTOR SINCE:
2017
COMMITTEE:
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Executive Committee (Chair)
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BACKGROUND:
Mr. Southern has been Chairperson of the Board and Chief Executive Officer of LP since May 2020 and July 2017, respectively. He joined LP in 1999, holding key leadership roles, such as Executive Vice President and Chief Operating Officer, Executive Vice President and General Manager of Oriented Strand Board (“OSB”), Senior Vice President of Siding, and Vice President of Specialty Operations. Additionally, Mr. Southern serves on the boards of the National Association of Manufacturers, the Forest Products Association of Canada, the Nashville Branch of the Federal Reserve Bank of Atlanta, and GMS Inc. (NYSE: GMS).
Mr. Southern holds a bachelor of science degree and a master of science degree in Forest Resources from the University of Georgia.
QUALIFICATIONS:
The Board selected Mr. Southern to serve as a director based upon his appointment as Chief Executive Officer of LP, his performance as an executive at LP and his long history and deep familiarity with LP’s operational matters. The Board also considered Mr. Southern’s expansive knowledge of the Forest Products industry in North and South America, together with his knowledge and experience in strategic planning, finance, accounting, specialty products and plant management. The Board also believes Mr. Southern is an effective liaison between the Board and management.
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SKILLS:
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Public Company Board Experience
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C-Suite Leadership
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Manufacturing and Distribution / Sourcing / Logistics
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Global Operations Experience
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Sales / Marketing
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Risk Management
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Strategic Planning
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Environmental / Sustainability / Corporate Responsibility
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JOSE A. BAYARDO
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Independent Director
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Senior Vice President and Chief Financial Officer of NOV Inc.
AGE: 52
DIRECTOR SINCE:
2021 – Current Term Expiring 2026
COMMITTEES:
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Audit Committee
»
Governance Committee
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BACKGROUND:
Mr. Bayardo is the Senior Vice President and Chief Financial Officer of NOV Inc. (NYSE: NOV), a leading global provider of equipment and technology to the energy industry (“NOV”), a position he has held since August 2015. Prior to joining NOV in 2015, Mr. Bayardo served as Senior Vice President of Resource and Business Development at Continental Resources, Inc. (NYSE: CLR), a petroleum and natural gas exploration and production company, and spent nine years serving in various roles at Complete Production Services, Inc., an oilfield service provider which traded on the NYSE under the ticker symbol CPX prior to its acquisition by Superior Energy Services Inc. in 2012, including Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, he was an investment banker with J.P. Morgan Securities, Inc.
Mr. Bayardo graduated from the University of Texas at Austin with a bachelor of science degree in Chemical Engineering, from the McCormick School of Engineering at Northwestern University with a master’s degree in Engineering Management and from Kellogg Graduate School of Management at Northwestern University with an M.B.A.
QUALIFICATIONS:
The Board selected Mr. Bayardo to serve as a director based on his broad financial expertise and experience as chief financial officer of a large publicly traded company. Mr. Bayardo also has extensive experience with mergers and acquisitions and global manufacturing. The Board believes this experience makes him particularly well-suited to serve as a director of LP.
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SKILLS:
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C-Suite Leadership
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Financial Literacy / Accounting
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Global Operations Experience
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Risk Management
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Strategic Planning
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TRACY A. EMBREE
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Independent Director
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President of Otis Americas
AGE: 50
DIRECTOR SINCE:
2016 – Current Term Expiring 2025
COMMITTEES:
»
Compensation Committee
»
Governance Committee
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BACKGROUND:
Ms. Embree has worked at Otis Worldwide Corporation (NYSE: OTIS), a world leader in elevator and escalator manufacturing, installation and service (“Otis”), since October 2023. Ms. Embree serves as the President of Otis Americas where she is responsible for Otis’ business operations in the United States, Canada, Mexico, Central America, and Latin America and she is a member of Otis’ executive leadership team. Prior to that, Ms. Embree spent 23 years at Cummins Inc. (NYSE: CMI), a leader in the design, manufacture, distribution and service of diesel and alternative fuel engines and related technologies (“Cummins”), where she most recently held the role of Vice President and President of Cummins’ Distribution Business Segment from October 2019 through September 2023. Prior to that, Ms. Embree held the role of Vice President and President of Cummins’ Components Business Segment. Throughout her career, Ms. Embree has served in a variety of roles with increasing responsibility and leadership, including general management, marketing, sales, and manufacturing.
Ms. Embree graduated from the Massachusetts Institute of Technology with a bachelor of science degree in Chemical Engineering and holds an M.B.A. from Harvard Business School.
QUALIFICATIONS:
The Board selected Ms. Embree to serve as a director based upon her experience in formulating corporate strategy, implementing new market strategies, sales, and operations for a global business. The Board believes that Ms. Embree’s leadership experience in these areas makes her particularly well-suited to serve as a director of LP.
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SKILLS:
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Manufacturing and Distribution /
Sourcing / Logistics |
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Global Operations Experience
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Sales / Marketing
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Risk
Management |
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Strategic
Planning |
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Environmental / Sustainability / Corporate Responsibility
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LIZANNE C. GOTTUNG
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Independent Director
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Retired EVP-Senior Adviser to the CEO/Chairman of Kimberly-Clark Corporation
AGE: 67
DIRECTOR SINCE:
2006 – Current Term Expiring 2025
COMMITTEES:
»
Compensation Committee
»
Executive Committee
»
Governance Committee (Chair)
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BACKGROUND:
Ms. Gottung retired from Kimberly-Clark Corporation (NYSE: KMB) in 2017 as EVP-Senior Adviser to the CEO/Chairman. Prior to that appointment, Ms. Gottung served as Senior Vice President and Chief Human Resources Officer of Kimberly-Clark Corporation from 2002 to 2017. She held a variety of human resources, manufacturing and operational roles of increasing responsibility with Kimberly-Clark Corporation over the 36 years prior to her retirement. Ms. Gottung has been a director of Sylvamo Corporation (NYSE: SLVM), a global producer of uncoated paper, since October 2021 and serves as the Chair of the Management Development and Compensation Committee.
Ms. Gottung graduated from the State University of New York at Albany with a bachelor’s degree in Business Administration.
QUALIFICATIONS:
The Board selected Ms. Gottung to serve as a director based upon her experience in labor relations and human resources with a large publicly traded company. The Board believes that Ms. Gottung’s extensive experience in leading, designing and implementing human capital strategies, including compensation and benefits, both domestically and globally, talent management, diversity and inclusion, organizational effectiveness and corporate health services makes her particularly well-suited to serve as a director of LP.
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SKILLS:
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Public Company Board Experience
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C-Suite Leadership
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Manufacturing and Distribution / Sourcing / Logistics
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Global Operations Experience
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HR / Labor Relations
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Risk Management
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Strategic Planning
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Corporate Governance / Ethics / Legal
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Environmental / Sustainability / Corporate Responsibility
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STEPHEN E. MACADAM
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Independent Director
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Retired Chief Executive Officer of EnPro Industries, Inc.
AGE: 63
DIRECTOR SINCE:
2019 – Current Term Expiring 2026
COMMITTEES:
»
Audit Committee
»
Compensation Committee (Chair)
»
Executive Committee
»
Governance Committee
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| |
BACKGROUND:
Mr. Macadam served as Chief Executive Officer and President of EnPro Industries, Inc. (NYSE: NPO), a manufacturing company (“Enpro”), from April 2008 until his retirement in July 2019. He served on the board of directors of EnPro from 2008 until his retirement effective February 29, 2020, including as Vice Chairman beginning in August 2019. Prior to joining EnPro, he was Chief Executive Officer of BlueLinx Holdings Inc. (NYSE: BXC), a building products wholesaler, from October 2005 to March 2008. Mr. Macadam was President and Chief Executive Officer of Consolidated Container Company, a plastic packaging manufacturer, from 2001 to 2005. From March 1998 until August 2001, he held executive positions with Georgia-Pacific Corporation, which traded on the NYSE under the ticker symbol GP prior to its acquisition by Koch Industries, Inc. in 2005. Mr. Macadam held positions of increasing responsibility with McKinsey & Company, Inc., a global management consulting firm, from 1988 until 1998, culminating in the role of principal in charge of its Charlotte, NC operation. Mr. Macadam has served as a director for Sleep Number Corporation (NASDAQ: SNBR) since November 2023. He has served as the non-executive chairman of Atmus Filtration Technologies (NYSE: ATMU) since May 2023. He previously served as the chair of the board of directors of Veritiv Corporation (NYSE: VRTV) from 2020 to November 2023 and as a director for Valvoline Inc. (NYSE: VVV) from 2016 to January 2023.
Mr. Macadam received a bachelor of science degree in Mechanical Engineering from the University of Kentucky, a master of science degree in Finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar.
QUALIFICATIONS:
The Board selected Mr. Macadam to serve as a director because of his valuable financial expertise and his experience and knowledge in the areas of corporate governance, industrial products manufacturing, building products, product distribution, and procurement. The Board also believes that Mr. Macadam’s extensive experience leading publicly traded companies makes him particularly well-suited to serve as a director of LP.
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SKILLS:
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Public Company Board Experience
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C-Suite Leadership
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Financial Literacy / Accounting
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Manufacturing and Distribution / Sourcing / Logistics
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Global Operations Experience
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Sales / Marketing
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Risk Management
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Strategic Planning
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DUSTAN E. MCCOY
|
| |
Lead Independent Director
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Retired Chairman and Chief Executive Officer of Brunswick Corporation
AGE: 74
DIRECTOR SINCE:
2002 – Current Term
Expiring 2025
COMMITTEES:
»
Compensation Committee
»
Executive Committee
»
Governance Committee
|
| |
BACKGROUND:
Mr. McCoy was Chairman and Chief Executive Officer and a director of Brunswick Corporation (NYSE: BC), a market leader in the marine, fitness and billiards industries, from December 2005 until his retirement in February 2016. He joined Brunswick Corporation in September 1999 and, in addition to the roles above, also served as Vice President, General Counsel and Corporate Secretary until October 2000, and served as President of the Brunswick Boat Group from October 2000 to December 2005. In 1999, he served as Executive Vice President of Witco Corporation (“Witco”), which traded on the NYSE under the ticker symbol WIT prior to its merger with Crompton & Knowles in 1999, and prior to that served as Witco’s Senior Vice President, General Counsel and Corporate Secretary. Mr. McCoy is also the lead independent director of Freeport-McMoRan Inc. (NYSE: FCX) and a director of YETI Holdings, Inc. (NYSE: YETI).
Mr. McCoy graduated from Eastern Kentucky University with a bachelor’s degree in Political Science and a J.D. from Salmon P. Chase College of Law at Northern Kentucky University.
QUALIFICATIONS:
The Board selected Mr. McCoy to serve as a director because of his extensive experience in legal and compliance matters, and specifically his experience in corporate governance and disclosure matters for publicly traded companies. The Board believes that Mr. McCoy’s broad understanding of the operational, financial and strategic issues facing large global companies, his leadership and oversight in LP’s compliance matters, his leadership roles for companies producing both commodity and specialty products, and his valuable strategic advice to the Board and management in advancing LP’s interests make him particularly well-suited to serve as a director of LP.
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SKILLS:
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Public Company Board Experience
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C-Suite Leadership
|
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Manufacturing and Distribution / Sourcing / Logistics
|
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Global Operations Experience
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Sales / Marketing
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Risk Management
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Strategic Planning
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Corporate Governance / Ethics / Legal
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Environmental / Sustainability / Corporate Responsibility
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CORPORATE
GOVERNANCE |
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NAME OF DIRECTOR
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AUDIT
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COMPENSATION
|
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GOVERNANCE
|
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EXECUTIVE
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Jose A. Bayardo
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Tracy A. Embree
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Lizanne C. Gottung
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F. Nicholas Grasberger III
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Ozey K. Horton, Jr.
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Stephen E. Macadam
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Dustan E. McCoy
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W. Bradley Southern
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2023 Meetings
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4
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4
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4
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0
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General qualities for all directors:
|
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Specific experiences, qualifications and backgrounds to
be represented on the Board as a whole: |
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»
Extensive executive leadership experience
|
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»
Financial and/or accounting expertise
|
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»
Excellent business judgment
|
| |
»
Knowledge of international markets
|
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»
High level of integrity and ethics
|
| |
»
Experience serving as chief executive officer, chief operating officer or chief financial officer
|
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»
Original thinking
|
| |
»
Extensive board experience
|
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»
Strong commitment to LP’s goal of maximizing stockholder value
|
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»
Diversity of skills, backgrounds and perspectives
|
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| | | |
Annual
Retainer ($) |
| |||
|
Non-Employee Director
|
| | | | 90,000 | | |
|
Compensation Committee Chair
|
| | | | 20,000 | | |
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Finance and Audit Committee Chair
|
| | | | 20,000 | | |
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Governance and Corporate Responsibility Committee Chair
|
| | | | 15,000 | | |
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Lead Independent Director
|
| | | | 25,000 | | |
|
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards(1) ($) |
| |
Total
($) |
| |||||||||
|
Jose A. Bayardo
|
| | | | 90,000 | | | | | | 135,000 | | | | | | 225,000 | | |
|
Tracy A. Embree
|
| | | | 90,000 | | | | | | 135,000(3) | | | | | | 225,000 | | |
|
Lizanne C. Gottung
|
| | | | 105,000 | | | | | | 135,000 | | | | | | 240,000 | | |
|
F. Nicholas Grasberger III
|
| | | | 110,000(2) | | | | | | 135,000 | | | | | | 245,000 | | |
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Ozey K. Horton, Jr.
|
| | | | 90,000 | | | | | | 135,000(3) | | | | | | 225,000 | | |
|
Stephen E. Macadam
|
| | | | 110,000 | | | | | | 135,000(3) | | | | | | 245,000 | | |
|
Dustan E. McCoy
|
| | | | 115,000 | | | | | | 135,000 | | | | | | 250,000 | | |
|
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.
|
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AUDIT MATTERS
|
| |
|
|
| | | |
2023
|
| |
2022
|
| ||||||
|
Audit Fees(1)
|
| | | $ | 2,564,147 | | | | | $ | 2,781,024 | | |
|
Audit-Related Fees(2)
|
| | | | 18,000 | | | | | | 18,000 | | |
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Total Audit and Audit-Related Fees
|
| | | | 2,582,147 | | | | | | 2,799,024 | | |
|
Tax Fees(3)
|
| | | | 127,217 | | | | | | — | | |
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All Other Fees(4)
|
| | | | 1,895 | | | | | | 1,895 | | |
|
TOTAL FEES
|
| | | $ | 2,711,259 | | | | | $ | 2,800,919 | | |
|
APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION |
| |
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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION BELOW TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION.
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COMPENSATION OF
EXECUTIVE OFFICERS |
| |
|
|
| | | | | 39 | | | |
| | | | | 41 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 50 | | | |
| | | | | 51 | | |
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W. BRADLEY
SOUTHERN |
| |
ALAN J.M.
HAUGHIE |
| |
JASON P.
RINGBLOM |
| |
NICOLE C.
DANIEL |
| |
MICHAEL W.
BLOSSER |
|
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Chairperson of the Board and Chief Executive Officer (CEO)
|
| |
Executive Vice President, Chief Financial Officer (CFO)
|
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Executive Vice President, General Manager, Siding
|
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Senior Vice President, General Counsel and Corporate Secretary
|
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Senior Vice President, Manufacturing
Services |
|
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WHAT WE DO:
|
| |
WHAT WE DON’T DO:
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Benchmark target compensation levels of our executive officers against the target median of our compensation peer group
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Do not offer excessive perquisites
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Engage an independent compensation consultant who reports directly to the Compensation Committee, and the Governance Committee with respect to director compensation, and does not provide any other services to LP
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Do not reset internal incentive targets used to determine performance-based award payouts once established at the beginning of the performance period
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Maintain a high percentage of executive pay as “at risk” compensation
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Do not provide guaranteed bonuses or long-term incentive awards
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Align targets for performance-based compensation to stakeholder interests
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Do not provide excise tax reimbursement for payments made in connection with a change of control
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Maintain meaningful share ownership requirements for executive officers and directors
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Do not engage in short-term, hedging or speculative transactions involving LP Common Stock
|
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Manage and assess risk in compensation programs annually
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Do not buy and sell options (“put” or “call”)
|
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Mitigate undue risk by having a NYSE−compliant clawback policy and a general recoupment policy with respect to all performance-based compensation
|
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Do not enter into forward sales contracts, prepaid variable forwards, equity swaps, collars or exchange funds
|
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Periodically, and at least annually, seek stockholder feedback on our executive compensation
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Do not grant discounted stock options
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Named Executive Officer
|
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Annual
Base Salary ($)(1) |
| |
Annual Incentive
Target Value ($) |
| |
Long-Term Incentive
Award Value ($)(2) |
| |
2023 Total Target
Compensation ($) |
| ||||||||||||
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W. Bradley Southern
|
| | | | 1,150,000 | | | | | | 1,380,000 | | | | | | 5,000,000 | | | | | | 7,530,000 | | |
|
Alan J.M. Haughie
|
| | | | 643,198 | | | | | | 482,399 | | | | | | 1,075,000 | | | | | | 2,300,597 | | |
|
Jason P. Ringblom
|
| | | | 544,701 | | | | | | 381,291 | | | | | | 1,100,000 | | | | | | 2,025,992 | | |
|
Nicole C. Daniel
|
| | | | 505,024 | | | | | | 303,014 | | | | | | 550,936 | | | | | | 1,358,974 | | |
|
Michael W. Blosser
|
| | | | 436,074 | | | | | | 261,644 | | | | | | 475,717 | | | | | | 1,173,435 | | |
|
ELEMENT
|
| | |
OBJECTIVES
|
| | |
PURPOSE
|
| | |
TARGET
COMPETITIVE POSITION |
|
|
Base Salary
|
| | |
»
Attract and retain superior talent
|
| | |
»
Provide reasonable level of fixed cash based on:
»
level of responsibility, performance and experience
»
comparison to market pay information
|
| | |
»
Median of competitive market
|
|
|
Annual Cash Incentive
|
| | |
»
Pay-for-performance
|
| | |
»
Motivate and reward achievement of annual performance goals through corporate financial goals and other strategic and operational performance goals
|
| | |
»
Median of competitive market
»
Payout will vary based on actual corporate and business unit financial performance
|
|
|
Long-Term Equity Incentive
|
| | |
»
Provide stockholder alignment
»
Focus on long-term success
»
Pay-for-performance
»
Retention
»
Facilitate stock ownership by employees
|
| | |
»
Provide an incentive to preserve and enhance stockholder value and to achieve LP’s long-term objectives, through awards of PSUs and RSUs
|
| | |
»
Median of competitive market
»
Payout will vary based on actual performance relative to key corporate goals and stock returns
|
|
|
Retirement Benefits
|
| | |
»
Attract and retain superior talent
»
Advance planning and preparing executive for retirement
|
| | |
»
Provide retirement plan benefits through 401(k) plan and other defined contribution plans consistent with market practice
|
| | |
»
Benefits comparable to those of competitive market
|
|
|
Post-Termination Compensation (Severance and Change of Control)
|
| | |
»
Attract and retain superior talent
»
Provide protections and temporary benefits to assist with transition to new employment
|
| | |
»
Facilitate attraction and retention of executive officers critical to LP’s long-term success and competitiveness consistent with market practice
|
| | |
»
Benefits aligned with market practice
|
|
|
»
Allegion Public Limited Company
|
| |
»
JELD-WEN Holding, Inc.
|
|
|
»
American Woodmark Corporation
|
| |
»
Lennox International, Inc.
|
|
|
»
A. O. Smith Corporation
|
| |
»
Masco Corporation
|
|
|
»
Apogee Enterprise, Inc.
|
| |
»
Masonite International Corporation
|
|
|
»
Armstrong World Industries, Inc.
|
| |
»
Owens Corning
|
|
|
»
Boise Cascade Company
|
| |
»
Simpson Manufacturing Co., Inc.
|
|
|
»
Fortune Brands Innovations, Inc.
|
| |
»
Trex Company, Inc.
|
|
|
»
Gibraltar Industries, Inc.
|
| |
»
Universal Forest Products, Inc.
|
|
|
»
Griffon Corporation
|
| | | |
|
Named Executive Officer
|
| |
2023 Base
Salary ($) |
| |
2022 Base
Salary ($) |
| |
% Increase
|
| |||||||||
|
W. Bradley Southern
|
| | | | 1,150,000 | | | | | | 1,125,000 | | | | | | 2.2% | | |
|
Alan J.M. Haughie
|
| | | | 643,198 | | | | | | 643,198 | | | | | | 0.0% | | |
|
Jason P. Ringblom
|
| | | | 544,701 | | | | | | 518,763 | | | | | | 5.0% | | |
|
Nicole C. Daniel
|
| | | | 505,024 | | | | | | 459,113 | | | | | | 10.0% | | |
|
Michael W. Blosser
|
| | | | 436,074 | | | | | | 396,431 | | | | | | 10.0% | | |
| | ||||||
Corporate Financial
|
| |
Adjusted EBITDA (35%)
|
| |
70%
|
|
|
Economic Profit (35%)
|
| |||||
Business Unit Financial
|
| |
OSB Economic Profit (10%)
|
| |
30%
|
|
|
Siding Economic Profit (10%)
|
| |||||
|
South America Economic Profit (10%)
|
| |||||
Weightings for the Executive Vice President, General Manager, Siding for 2023 were established as follows:
|
| ||||||
| | ||||||
Corporate Financial
|
| |
Adjusted EBITDA (20%)
|
| |
40%
|
|
|
Economic Profit (20%)
|
| |||||
Business Unit Financial
|
| |
Adjusted EBITDA (30%)
|
| |
60%
|
|
|
Economic Profit (30%)
|
|
| | | |
Target Annual
Incentive Payout |
| |
Actual 2023
Attainment of Corporate Financial Goals(1) |
| |
Actual 2023
Attainment of Business Unit Financial Goals(1) |
| |
Actual Annual
Incentive Payout |
| ||||||||||||||||||
|
Named Executive Officer
|
| |
% of Base
Salary |
| |
Amount
($) |
| |
% of Target
|
| |
% of Target
|
| |
Amount
($) |
| |||||||||||||||
|
W. Bradley Southern
|
| | | | 120% | | | | | | 1,380,000 | | | | | | 132% | | | | | | 115% | | | | | | 1,753,737 | | |
|
Alan J.M. Haughie
|
| | | | 75% | | | | | | 482,399 | | | | | | 132% | | | | | | 115% | | | | | | 613,044 | | |
|
Jason P. Ringblom
|
| | | | 70% | | | | | | 381,291 | | | | | | 132% | | | | | | 71% | | | | | | 364,200 | | |
|
Nicole C. Daniel
|
| | | | 60% | | | | | | 303,014 | | | | | | 132% | | | | | | 115% | | | | | | 385,079 | | |
|
Michael W. Blosser
|
| | | | 60% | | | | | | 261,644 | | | | | | 132% | | | | | | 115% | | | | | | 332,054 | | |
|
Named Executive Officer
|
| |
Performance Stock
Units (PSUs) ($)(1) |
| |
Restricted Stock
Units (RSUs) ($) |
| |
Total Long Term
Incentive Award Value ($) |
| |||||||||
|
W. Bradley Southern
|
| | | | 3,000,000 | | | | | | 2,000,000 | | | | | | 5,000,000 | | |
|
Alan J.M. Haughie
|
| | | | 587,500 | | | | | | 587,500 | | | | | | 1,075,000 | | |
|
Jason P. Ringblom
|
| | | | 550,000 | | | | | | 550,000 | | | | | | 1,100,000 | | |
|
Nicole C. Daniel
|
| | | | 275,468 | | | | | | 275,468 | | | | | | 550,936 | | |
|
Michael W. Blosser
|
| | | | 237,859 | | | | | | 237,859 | | | | | | 475,717 | | |
|
»
A. O. Smith Corporation
|
| |
»
Masco Corporation
|
|
|
»
Armstrong World Industries, Inc.
|
| |
»
Owens Corning
|
|
|
»
Boise Cascade Company
|
| |
»
Simpson Manufacturing Co., Inc.
|
|
|
»
CSW Industrials, Inc.
|
| |
»
Summit Materials, Inc.
|
|
|
»
Fortune Brands Innovations, Inc.
|
| |
»
Trex Company, Inc.
|
|
|
»
James Hardie Industries plc
|
| |
»
Universal Forest Products, Inc.
|
|
|
»
Lennox International, Inc.
|
| |
»
West Fraser Timber Co. Ltd.
|
|
|
Year
Granted |
| |
Performance
Period |
| |
Goals
|
| |
Weighting
|
| |
Results
($M) |
| |
Threshold
Performance Goal ($M) |
| |
Target
Performance Goal ($M) |
| |
Maximum
Performance Goal ($M) |
| |
% of
Target Award Attained |
| |||||||||||||||
|
2021
|
| |
3 years
|
| |
Cumulative Company Cash Flow
|
| |
100%
|
| | | $ | 3,156 | | | | | $ | 3,062 | | | | | $ | 3,095 | | | | | $ | 3,129 | | | | | | 100.0% | | |
|
Name
|
| |
2024 Base Salary
($) |
| |
2023 Base Salary
($) |
| |
%
Increase |
| |||||||||
|
W. Bradley Southern
|
| | | | 1,175,000 | | | | | | 1,150,000 | | | | | | 2.2% | | |
|
Alan J.M. Haughie
|
| | | | 668,926 | | | | | | 643,198 | | | | | | 4.0% | | |
|
Jason P. Ringblom
|
| | | | 566,489 | | | | | | 544,701 | | | | | | 4.0% | | |
|
Nicole C. Daniel
|
| | | | 525,226 | | | | | | 505,025 | | | | | | 4.0% | | |
|
Michael W. Blosser
|
| | | | 453,517 | | | | | | 436,074 | | | | | | 4.0% | | |
|
Tier
|
| |
Base Salary
Multiple |
| |||
|
Chief Executive Officer
|
| | | | 5 | | |
|
Executive Vice President
|
| | | | 3 | | |
|
Senior Vice President
|
| | | | 2 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||||||||
W. Bradley Southern
Chairperson and Chief Executive Officer |
| | | | 2023 | | | | | | 1,146,154 | | | | | | 7,577,416 | | | | | | 1,753,737 | | | | | | — | | | | | | 193,286 | | | | | | 10,670,593 | | |
| | | 2022 | | | | | | 1,121,154 | | | | | | 4,681,023 | | | | | | 2,650,188 | | | | | | 4,318 | | | | | | 225,630 | | | | | | 8,682,313 | | | ||
| | | 2021 | | | | | | 1,088,461 | | | | | | 5,841,211 | | | | | | 2,112,951 | | | | | | 2,909 | | | | | | 112,740 | | | | | | 9,158,272 | | | ||
Alan J.M. Haughie
Executive Vice President, Chief Financial Officer |
| | | | 2023 | | | | | | 643,198 | | | | | | 1,766,754 | | | | | | 613,044 | | | | | | — | | | | | | 70,367 | | | | | | 3,093,363 | | |
| | | 2022 | | | | | | 636,724 | | | | | | 1,059,361 | | | | | | 946,998 | | | | | | — | | | | | | 91,394 | | | | | | 2,734,477 | | | ||
| | | 2021 | | | | | | 597,563 | | | | | | 1,343,258 | | | | | | 721,669 | | | | | | — | | | | | | 47,801 | | | | | | 2,710,291 | | | ||
Jason P. Ringblom
Executive Vice President, General Manager, Siding |
| | | | 2023 | | | | | | 540,714 | | | | | | 1,582,778 | | | | | | 364,200 | | | | | | — | | | | | | 73,630 | | | | | | 2,561,319 | | |
| | | 2022 | | | | | | 513,542 | | | | | | 852,656 | | | | | | 658,657 | | | | | | 1,842 | | | | | | 98,839 | | | | | | 2,125,535 | | | ||
| | | 2021 | | | | | | 479,621 | | | | | | 1,079,099 | | | | | | 413,782 | | | | | | 1,910 | | | | | | 61,805 | | | | | | 2,036,217 | | | ||
Nicole C. Daniel
Senior Vice President, General Counsel and Corporate Secretary |
| | | | 2023 | | | | | | 497,961 | | | | | | 803,866 | | | | | | 385,079 | | | | | | — | | | | | | 67,976 | | | | | | 1,754,883 | | |
| | | 2022 | | | | | | 452,692 | | | | | | 517,634 | | | | | | 540,772 | | | | | | — | | | | | | 85,833 | | | | | | 1,596,931 | | | ||
Michael W. Blosser
Senior Vice President, Manufacturing Services |
| | | | 2023 | | | | | | 429,975 | | | | | | 706,234 | | | | | | 332,504 | | | | | | — | | | | | | 62,527 | | | | | | 1,531,240 | | |
| | | 2022 | | | | | | 392,441 | | | | | | 459,514 | | | | | | 466,940 | | | | | | 9,674 | | | | | | 78,145 | | | | | | 1,406,714 | | |
|
|
| |
Grant Date Fair
Value of RSU Award Granted in 2023 ($) |
| |
Grant Date Fair
Value of PSU Award Granted in 2023 ($)* |
| |
Incremental
Fair Value of 2021 PSU Award Modified in October 2023 ($)* |
| |
Incremental
Fair Value of 2022 PSU Award Modified in October 2023 ($)** |
| |
Total Stock
Awards for Fiscal 2023 ($) |
| |||||||||||||||
|
W. Bradley Southern
|
| | | | 2,000,000 | | | | | | 3,120,149 | | | | | | 2,457,267 | | | | | | — | | | | | | 7,577,416 | | |
|
Alan J.M. Haughie
|
| | | | 587,500 | | | | | | 611,029 | | | | | | 568,226 | | | | | | — | | | | | | 1,766,754 | | |
|
Jason P. Ringblom
|
| | | | 550,000 | | | | | | 572,027 | | | | | | 460,751 | | | | | | — | | | | | | 1,582,778 | | |
|
Nicole C. Daniel
|
| | | | 275,468 | | | | | | 286,500 | | | | | | 241,898 | | | | | | — | | | | | | 803,866 | | |
|
Michael W. Blosser
|
| | | | 237,859 | | | | | | 247,384 | | | | | | 220,992 | | | | | | — | | | | | | 706,234 | | |
|
|
| |
W. Bradley
Southern |
| |
Alan J.M.
Haughie |
| |
Jason P.
Ringblom |
| |
Nicole C.
Daniel |
| |
Michael W.
Blosser |
| |||||||||||||||
|
Financial and Tax Planning Services Allowance(a)
|
| | | $ | 23,355 | | | | | $ | — | | | | | $ | 23,355 | | | | | $ | 23,355 | | | | | $ | 23,355 | | |
|
Life Insurance Premiums(b)
|
| | | | 8,976 | | | | | | 2,693 | | | | | | 4,659 | | | | | | 2,693 | | | | | | 2,693 | | |
|
Employer Contributions to Defined Contribution Plans(c)
|
| | | | 160,955 | | | | | | 67,674 | | | | | | 45,616 | | | | | | 41,928 | | | | | | 35,160 | | |
|
Special Recognition Award Gift
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,319 | | |
|
TOTAL
|
| | | $ | 193,286 | | | | | $ | 70,367 | | | | | $ | 73,630 | | | | | $ | 67,976 | | | | | $ | 62,527 | | |
| | | | | | | | |
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units(3) (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards(4) ($) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||
W. Bradley Southern
|
| | | | 2/10/2023 | | | | | | 690,000 | | | | | | 1,380,000 | | | | | | 2,760,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | 22,842 | | | | | | 45,683 | | | | | | 91,366 | | | | | | | | | | | | | | | | | | 3,120,149 | | | ||
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,455 | | | | | | | | | | | | 2,000,000 | | | ||
| | | 10/25/2023(5) | | | | | | | | | | | | | | | | | | | | | | | | 22,978 | | | | | | 45,956 | | | | | | 91,912 | | | | | | | | | | | | | | | | | | 2,457,267 | | | ||
| | | 10/25/2023(6) | | | | | | | | | | | | | | | | | | | | | | | | 19,677 | | | | | | 39,353 | | | | | | 78,706 | | | | | | | | | | | | | | | | | | — | | | ||
Alan J.M. Haughie
|
| | | | 2/10/2023 | | | | | | 241,199 | | | | | | 482,399 | | | | | | 964,797 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | 4,473 | | | | | | 8,946 | | | | | | 17,892 | | | | | | | | | | | | | | | | | | 611,029 | | | ||
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,946 | | | | | | | | | | | | 587,500 | | | ||
| | | 10/25/2023(5) | | | | | | | | | | | | | | | | | | | | | | | | 5,314 | | | | | | 10,627 | | | | | | 21,254 | | | | | | | | | | | | | | | | | | 568,226 | | | ||
| | | 10/25/2023(6) | | | | | | | | | | | | | | | | | | | | | | | | 3,735 | | | | | | 7,470 | | | | | | 14,490 | | | | | | | | | | | | | | | | | | — | | | ||
Jason P. Ringblom
|
| | | | 2/10/2023 | | | | | | 190,645 | | | | | | 381,291 | | | | | | 762,581 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | 4,188 | | | | | | 8,375 | | | | | | 16,750 | | | | | | | | | | | | | | | | | | 572,027 | | | ||
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,375 | | | | | | | | | | | | 550,000 | | | ||
| | | 10/25/2023(5) | | | | | | | | | | | | | | | | | | | | | | | | 4,309 | | | | | | 8,617 | | | | | | 17,234 | | | | | | | | | | | | | | | | | | 460,751 | | | ||
| | | 10/25/2023(6) | | | | | | | | | | | | | | | | | | | | | | | | 3,006 | | | | | | 6,012 | | | | | | 12,024 | | | | | | | | | | | | | | | | | | — | | | ||
Nicole C. Daniel
|
| | | | 2/10/2023 | | | | | | 151,507 | | | | | | 303,014 | | | | | | 606,029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | 2,097 | | | | | | 4,195 | | | | | | 8,389 | | | | | | | | | | | | | | | | | | 286,500 | | | ||
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,195 | | | | | | | | | | | | 275,468 | | | ||
| | | 10/25/2023(5) | | | | | | | | | | | | | | | | | | | | | | | | 2,262 | | | | | | 4,524 | | | | | | 9,048 | | | | | | | | | | | | | | | | | | 241,898 | | | ||
| | | 10/25/2023(6) | | | | | | | | | | | | | | | | | | | | | | | | 1,825 | | | | | | 3,650 | | | | | | 7,300 | | | | | | | | | | | | | | | | | | — | | | ||
Michael W. Blosser
|
| | | | 2/10/2023 | | | | | | 130,822 | | | | | | 261,644 | | | | | | 523,289 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | 1,811 | | | | | | 3,622 | | | | | | 7,244 | | | | | | | | | | | | | | | | | | 247,384 | | | ||
| | | 2/10/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,622 | | | | | | | | | | | | 237,859 | | | ||
| | | 10/25/2023(5) | | | | | | | | | | | | | | | | | | | | | | | | 2,067 | | | | | | 4,133 | | | | | | 8,266 | | | | | | | | | | | | | | | | | | 220,992 | | | ||
| | | 10/25/2023(6) | | | | | | | | | | | | | | | | | | | | | | | | 1,620 | | | | | | 3,240 | | | | | | 6,480 | | | | | | | | | | | | | | | | | | — | | |
| | |
Option Awards(1)
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Grant Date |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
| ||||||||||||||||||||||||||||||
W. Bradley Southern
|
| | | | 22,727 | | | | | | — | | | | | | — | | | | | | 17.04 | | | | | | 2/5/2015 | | | | | | 2/5/2025 | | | | | | 64,096 | | | | | | 4,539,918 | | | | | | 139,303 | | | | | | 9,866,802 | | |
| | | 28,612 | | | | | | — | | | | | | — | | | | | | 15.74 | | | | | | 2/4/2016 | | | | | | 2/4/2026 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 53,491 | | | | | | — | | | | | | — | | | | | | 19.14 | | | | | | 2/2/2017 | | | | | | 2/2/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Alan J.M. Haughie
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,918 | | | | | | 1,269,129 | | | | | | 30,550 | | | | | | 2,163,883 | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jason P. Ringblom
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,637 | | | | | | 1,107,588 | | | | | | 25,318 | | | | | | 1,793,309 | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Nicole C. Daniel
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,344 | | | | | | 590,973 | | | | | | 13,444 | | | | | | 952,256 | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Michael W. Blosser
|
| | | | 7,500 | | | | | | — | | | | | | — | | | | | | 17.04 | | | | | | 2/5/2015 | | | | | | 2/5/2025 | | | | | | 7,256 | | | | | | 513,913 | | | | | | 12,127 | | | | | | 858,928 | | |
| | | 10,944 | | | | | | — | | | | | | — | | | | | | 15.74 | | | | | | 2/4/2016 | | | | | | 2/4/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 6,493 | | | | | | — | | | | | | — | | | | | | 19.14 | | | | | | 2/2/2017 | | | | | | 2/2/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
|
| |
2/10/2024
|
| |
2/12/2024
|
| |
2/10/2025
|
| |
2/10/2026
|
| |
Total
|
| |||||||||||||||
|
W. Bradley Southern*
|
| | | | 19,030 | | | | | | 15,416 | | | | | | 19,333 | | | | | | 10,317 | | | | | | 64,096 | | |
|
Alan J.M. Haughie
|
| | | | 5,598 | | | | | | 3,692 | | | | | | 5,598 | | | | | | 3,031 | | | | | | 17,918 | | |
|
Jason P. Ringblom
|
| | | | 4,903 | | | | | | 2,994 | | | | | | 4,903 | | | | | | 2,837 | | | | | | 15,637 | | |
|
Nicole C. Daniel
|
| | | | 2,676 | | | | | | 1,572 | | | | | | 2,674 | | | | | | 1,421 | | | | | | 8,344 | | |
|
Michael W. Blosser*
|
| | | | 2,303 | | | | | | 1,386 | | | | | | 2,340 | | | | | | 1,227 | | | | | | 7,256 | | |
|
|
| |
2/12/2024*
|
| |
2/10/2025
|
| |
2/10/2026
|
| |
Total
|
| ||||||||||||
|
W. Bradley Southern
|
| | | | 95,804 | | | | | | 20,284 | | | | | | 23,215 | | | | | | 139,303 | | |
|
Alan J.M. Haughie
|
| | | | 22,154 | | | | | | 3,850 | | | | | | 4,546 | | | | | | 30,550 | | |
|
Jason P. Ringblom
|
| | | | 17,964 | | | | | | 3,099 | | | | | | 4,256 | | | | | | 25,318 | | |
|
Nicole C. Daniel
|
| | | | 9,431 | | | | | | 1,881 | | | | | | 2,132 | | | | | | 13,444 | | |
|
Michael W. Blosser
|
| | | | 8,616 | | | | | | 1,670 | | | | | | 1,841 | | | | | | 12,127 | | |
| | | |
Option Awards(1)
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| ||||||||||||
|
W. Bradley Southern
|
| | | | 22,259 | | | | | | 1,007,220 | | | | | | 165,811 | | | | | | 10,952,645 | | |
|
Alan J.M. Haughie
|
| | | | — | | | | | | — | | | | | | 38,427 | | | | | | 2,538,186 | | |
|
Jason P. Ringblom
|
| | | | — | | | | | | — | | | | | | 30,333 | | | | | | 2,003,514 | | |
|
Nicole C. Daniel
|
| | | | — | | | | | | — | | | | | | 14,304 | | | | | | 944,599 | | |
|
Michael W. Blosser
|
| | | | 9,349 | | | | | | 424,258 | | | | | | 12,912 | | | | | | 852,571 | | |
|
Name
|
| |
Executive
Contributions in 2023 ($)(1) |
| |
Registrant
Contributions in 2023 ($) |
| |
Aggregate
Earnings in 2023 ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate Balance
at December 31, 2023 ($) |
| |||||||||||||||
|
W. Bradley Southern
|
| | | | — | | | | | | 146,455 | | | | | | 39,981 | | | | | | — | | | | | | 558,154 | | |
|
Alan J.M. Haughie
|
| | | | — | | | | | | 52,670 | | | | | | 10,452 | | | | | | — | | | | | | 145,424 | | |
|
Jason P. Ringblom
|
| | | | — | | | | | | 31,116 | | | | | | 36,400 | | | | | | — | | | | | | 150,026 | | |
|
Nicole C. Daniel
|
| | | | — | | | | | | 27,428 | | | | | | 9,858 | | | | | | — | | | | | | 68,865 | | |
|
Michael W. Blosser
|
| | | | 14,008 | | | | | | 19,899 | | | | | | 89,848 | | | | | | — | | | | | | 459,375 | | |
|
Fund
|
| |
Performance
|
| |||
|
Vanguard Institutional Index
|
| | | | 26.2% | | |
|
T Rowe Price GS
|
| | | | 45.3% | | |
|
T Rowe Price MC VI
|
| | | | 18.7% | | |
|
T Rowe Price MC Gr
|
| | | | 20.1% | | |
|
DFA US Small Cap
|
| | | | 17.6% | | |
|
Vanguard Tot I S
|
| | | | 15.5% | | |
|
MetWest: Total Trn
|
| | | | 15.0% | | |
|
Vanguard Tot Bd
|
| | | | 5.7% | | |
|
Vanguard Infl-Prot
|
| | | | 3.8% | | |
|
TRP Retirement 2005
|
| | | | 11.9% | | |
|
TRP Retirement 2010
|
| | | | 12.5% | | |
|
TRP Retirement 2015
|
| | | | 13.1% | | |
|
TRP Retirement 2020
|
| | | | 13.6% | | |
|
TRP Retirement 2025
|
| | | | 14.7% | | |
|
TRP Retirement 2030
|
| | | | 16.5% | | |
|
TRP Retirement 2035
|
| | | | 18.5% | | |
|
TRP Retirement 2040
|
| | | | 19.9% | | |
|
TRP Retirement 2045
|
| | | | 20.8% | | |
|
TRP Retirement 2050
|
| | | | 21.1% | | |
|
TRP Retirement 2055
|
| | | | 21.2% | | |
|
TRP Retirement 2060
|
| | | | 21.2% | | |
|
TRP Retirement 2065
|
| | | | 21.2% | | |
|
T Rowe Price Stable Value
|
| | | | 2.6% | | |
|
T Rowe Price Trs Mny
|
| | | | 4.9% | | |
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
|
Termination by LP for Cause or by the NEO Without Good Reason
|
| | |
»
Any earned but unpaid base salary and accrued vacation pay through the termination date
|
| | |
»
Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan
|
| | |
»
RSUs: All are forfeited
»
PSUs: All are forfeited
»
SSARs: Remain exercisable for five days after termination
|
|
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | |
»
Any earned but unpaid base salary and accrued vacation pay through the termination date
»
A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan for the year in which the termination occurred
»
An amount equal to two (for the CEO) or one and a half (for the other NEOs) multiplied by the sum of (a) the NEO’s annual base salary, plus (b) the NEO’s target annual cash incentive
|
| | |
»
Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan
»
Reimbursement for COBRA payments for up to 24 months (for the CEO) or 18 months (for the other NEOs) after the termination date
»
Outplacement services for up to 24 months (for the CEO) or 18 months (for the other NEOs) after the termination date in an amount up to $10,000
|
| | |
»
RSUs: Immediate vesting in full
»
PSUs: Pro-rata vesting based on the number of days employed during the performance period, calculated using the amount of the original award that would have vested following the end of the performance period based on actual performance
»
SSARs granted in 2015: Remain exercisable for 30 days following termination unless NEO has (a) attained the age of 55, and (b) completed five years of service, in which case the SSARs remain exercisable for 10 years from the grant date
|
|
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
|
Death or Disability
|
| | |
»
Any earned but unpaid base salary and accrued vacation pay through the termination date
»
A pro-rata amount of the target annual cash incentive award under the Annual Incentive
|
| | |
»
Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan
»
Long-term disability and life insurance benefits
|
| | |
»
RSUs:
»
2021 & 2022 RSUs: Immediate pro-rata vesting based on the number of months employed through the termination date
»
2023 RSUs: Immediate vesting in full
»
PSUs:
»
2021 & 2022 PSUs: Immediate pro-rata vesting of the target award based on the number of months employed during the performance period; provided, that if the termination occurs after the end of the performance period, PSUs would vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date
»
2023 PSUs: Immediate vesting of the target award; provided, that if the termination occurs after the last day of the performance period, PSUs would vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date
»
SSARs:
»
SSARs granted in 2015: Remain exercisable until the earlier of (a) one year after the NEO’s termination due to death or disability, or (b) 10 years from the grant date
|
|
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
| | | | | | | | | | | | |
»
SSARs granted in 2016 and 2017: Remain exercisable until the earlier of (a) one year after the NEO’s death, or (b) 10 years from the grant date
|
|
|
Termination by LP or its Successor Without Cause or by the NEO for Good Reason Following a Change of Control
|
| | |
»
Any earned but unpaid base salary and accrued vacation pay through the termination date
»
A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan of the year in which the change of control occurred
»
An amount equal to three times the sum of the NEO’s (a) annual base salary, plus (b) target annual cash incentive award under the Annual Incentive Plan
»
Interest on the amounts listed above from the termination date through the payment date
|
| | |
»
An amount equal to 36 months cash value of LP’s welfare benefit plans
»
Outplacement services for 12 months after the termination date in an amount up to 10% of the NEO’s annual base salary
»
Any other amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan
|
| | |
»
RSUs:
»
2021 RSUs: Immediate vesting in full upon change of control
»
2022 & 2023 RSUs:
»
Awards Assumed by Successor: Immediate vesting in full upon termination of the NEO
»
Awards Not Assumed by Successor: Immediate vesting in full prior to change of control
»
PSUs:
»
2021 PSUs: Immediate vesting of target award upon change of control; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date
»
2022 & 2023 PSUs:
»
Awards Assumed by Successor: Immediate vesting upon termination of the NEO in an amount equal to the number of shares that would have been earned if the NEO had maintained employment from the grant date until the original vesting date, determined as if the end date of the performance period were the date of the change of control and
|
|
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
| | | | | | | | | | | | |
after the performance objectives have been adjusted to account for such shortened performance period, as determined by the administrator of the 2013 Plan or 2022 Plan, as applicable, in its sole discretion (the “adjusted award”); provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been earned on the original vesting date
»
Awards Not Assumed by Successor: Immediate vesting upon change of control (a) based on actual performance if such change of control occurs after the last day of the applicable performance period, or (b) in amount equal to the greater of (1) the target award, and (2) the adjusted award
»
SSARs granted in 2015: Remain exercisable for 30 days following termination unless NEO has (a) attained the age of 55, and (b) completed five years of service, in which case the SSARs remain exercisable for 10 years from the grant date
|
|
|
Change of Control Not Resulting in Termination
|
| | |
»
Annual base salary in an amount equal to at least 12 times the NEO’s highest monthly base salary paid during the 12 months immediately preceding the month of the consummation of such change of control
»
Annual cash bonus in an amount at least equal to the NEO’s target bonus for the year in which the change of control occurs
|
| | |
»
Participation in all incentive, savings and retirement plans, welfare benefit programs and fringe benefits
»
Reimbursement for reasonable expenses per LP’s policies
»
Same/larger office size and support staff
»
Paid vacation available to other peer executive
|
| | |
»
RSUs:
»
2021 RSUs: Immediate vesting in full upon change of control
»
2022 & 2023 RSUs:
»
Awards Assumed by Successor: Vest in accordance with their original vesting schedule
|
|
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
| | | | | | | | |
officers on, generally, at least as favorable terms as those in place during the 120-day period immediately preceding the change of control
|
| | |
»
Awards Not Assumed by Successor: Immediate vesting in full prior to change of control
»
PSUs:
»
2021 PSUs: Immediate vesting of target award upon change of control; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date
»
2022 & 2023 PSUs:
»
Awards Assumed by Successor: Vest in accordance with their original vesting schedule in the amount of the adjusted award; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs
»
Awards Not Assumed by Successor: Immediate vesting upon change of control (a) based on actual performance if such change of control occurs after the last day of the applicable performance period, or (b) in amount equal to the greater of (1) the target award, and (2) the adjusted award
|
|
|
Termination Event
|
| | |
Base Salary & Annual
Cash Incentive |
| | |
Benefits Program & Other
Benefits |
| | |
Long-Term Equity
Incentives |
|
|
Retirement
|
| | |
»
Any earned but unpaid base salary and accrued vacation pay through the termination date
»
A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan for the year in which the termination occurred
|
| | |
»
Any other amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan
|
| | |
»
RSUs:
»
2021 & 2022 RSUs:
»
If retirement occurs on or after the first anniversary of the award grant date: Immediate pro-rata vesting based on the number of months employed between the applicable grant date and retirement
»
If retirement occurs prior to the first anniversary of award grant date: All are forfeited
»
2023 RSUs:
»
If retirement occurs on or after the first anniversary of the award grant date: Immediate vesting in full
»
If retirement occurs prior to the first anniversary of award grant date: All are forfeited
»
PSUs:
»
If retirement occurs on or after the first anniversary of the award grant date: PSUs will vest following the NEO’s retirement, on the original vesting date, in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date
»
If retirement occurs prior to the first anniversary of award grant date: All are forfeited
|
|
Name
|
| |
Triggering Event
|
| |
Payments
Earned but Unpaid(1) |
| |
Severance
Payments |
| |
Equity
Awards(2) |
| |
Other
Benefits(3) |
| |
Total
|
| |||||||||||||||
W. Bradley Southern
|
| |
Termination by LP for Cause or by the NEO Without Good Reason
|
| | | $ | 110,577 | | | | | | — | | | | | | — | | | | | $ | 558,154 | | | | | $ | 668,731 | | |
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | | $ | 1,490,577(4) | | | | | $ | 5,096,477(5) | | | | | $ | 10,575,022(6) | | | | | $ | 568,154(7) | | | | | $ | 17,730,229 | | | ||
|
Death or Disability
|
| | | $ | 1,490,577(4) | | | | | | — | | | | | $ | 12,445,668(8) | | | | | $ | 558,154 | | | | | $ | 14,494,399 | | | ||
|
Termination Following a Change of Control(11)
|
| | | $ | 1,490,577(4) | | | | | $ | 7,673,310(9) | | | | | $ | 14,094,839(8) | | | | | $ | 673,154(14) | | | | | $ | 23,931,880 | | | ||
|
Change of Control Not Resulting in Termination
|
| | | | — | | | | | | — | | | | | $ | 14,094,839(8)(12) | | | | | | — | | | | | $ | 14,094,839 | | | ||
|
Retirement
|
| | | $ | 1,490,577(4)(13) | | | | | | — | | | | | $ | 8,270,507(6)(10) | | | | | $ | 558,154 | | | | | $ | 10,319,238 | | | ||
Alan J.M. Haughie
|
| |
Termination by LP for Cause or by the NEO Without Good Reason
|
| | | $ | 49,477 | | | | | | — | | | | | | — | | | | | $ | 145,424 | | | | | $ | 194,901 | | |
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | | $ | 531,875(4) | | | | | $ | 1,736,085(5) | | | | | $ | 2,555,566(6) | | | | | $ | 155,424(7) | | | | | $ | 4,978,950 | | | ||
|
Death or Disability
|
| | | $ | 531,875(4) | | | | | | — | | | | | $ | 2,892,118(8) | | | | | $ | 145,424 | | | | | $ | 3,569,417 | | | ||
|
Termination Following a Change of Control(11)
|
| | | $ | 531,875(4) | | | | | $ | 3,485,010(9) | | | | | $ | 3,243,147(8) | | | | | $ | 209,744(14) | | | | | $ | 7,469,775 | | | ||
|
Change of Control Not Resulting in Termination
|
| | | | — | | | | | | — | | | | | $ | 3,243,147(8)(12) | | | | | | — | | | | | $ | 3,243,147 | | | ||
|
Retirement
|
| | | $ | 49,477 | | | | | | — | | | | | | — | | | | | $ | 145,424 | | | | | $ | 194,901 | | | ||
Jason P. Ringblom
|
| |
Termination by LP for Cause or by the NEO Without Good Reason
|
| | | $ | 52,375 | | | | | | — | | | | | | — | | | | | $ | 150,026 | | | | | $ | 202,401 | | |
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | | $ | 433,666(4) | | | | | $ | 1,432,410(5) | | | | | $ | 2,172,442(6) | | | | | $ | 160,026(7) | | | | | $ | 4,198,545 | | | ||
|
Death or Disability
|
| | | $ | 433,666(4) | | | | | | — | | | | | $ | 2,502,781(8) | | | | | $ | 150,026 | | | | | $ | 3,086,473 | | | ||
|
Termination Following a Change of Control(11)
|
| | | $ | 433,666(4) | | | | | $ | 2,874,771(9) | | | | | $ | 2,785,646(8) | | | | | $ | 204,496(14) | | | | | $ | 6,298,580 | | | ||
|
Change of Control Not Resulting in Termination
|
| | | | — | | | | | | — | | | | | $ | 2,785,646(8)(12) | | | | | | — | | | | | $ | 2,785,646 | | | ||
|
Retirement
|
| | | $ | 52,375 | | | | | | — | | | | | | — | | | | | $ | 150,026 | | | | | $ | 202,401 | | | ||
Nicole C. Daniel
|
| |
Termination by LP for Cause or by the NEO Without Good Reason
|
| | | $ | 38,848 | | | | | | — | | | | | | — | | | | | $ | 68,865 | | | | | $ | 107,713 | | |
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | | $ | 341,862(4) | | | | | $ | 1,255,480(5) | | | | | $ | 1,168,389(6) | | | | | $ | 78,865(7) | | | | | $ | 2,844,597 | | | ||
|
Death or Disability
|
| | | $ | 341,862(4) | | | | | | — | | | | | $ | 1,325,628(8) | | | | | $ | 68,865 | | | | | $ | 1,736,355 | | | ||
|
Termination Following a Change of Control(11)
|
| | | $ | 341,862(4) | | | | | $ | 2,520,602(9) | | | | | $ | 1,493,474(8) | | | | | $ | 119,367(14) | | | | | $ | 4,475,306 | | | ||
|
Change of Control Not Resulting in Termination
|
| | | | — | | | | | | — | | | | | $ | 1,493,474(8)(12) | | | | | | — | | | | | $ | 1,493,474 | | | ||
|
Retirement
|
| | | $ | 38,848 | | | | | | — | | | | | | — | | | | | $ | 68,865 | | | | | $ | 107,713 | | | ||
Michael W. Blosser
|
| |
Termination by LP for Cause or by the NEO Without Good Reason
|
| | | $ | 41,930 | | | | | | — | | | | | | — | | | | | $ | 459,375 | | | | | $ | 501,305 | | |
|
Termination by LP Without Cause or by the NEO for Good Reason
|
| | | $ | 303,575(4) | | | | | $ | 1,073,935(5) | | | | | $ | 1,032,619(6) | | | | | $ | 469,375(7) | | | | | $ | 2,879,504 | | | ||
|
Death or Disability
|
| | | $ | 303,575(4) | | | | | | — | | | | | $ | 1,167,060(8) | | | | | $ | 459,375 | | | | | $ | 1,930,010 | | | ||
|
Termination Following a Change of Control(11)
|
| | | $ | 303,575(4) | | | | | $ | 2,156,422(9) | | | | | $ | 1,316,362(8) | | | | | $ | 502,983(14) | | | | | $ | 4,279,341 | | | ||
|
Change of Control Not Resulting in Termination
|
| | | | — | | | | | | — | | | | | $ | 1,316,362(8)(12) | | | | | | — | | | | | $ | 1,316,362 | | | ||
|
Retirement
|
| | | $ | 303,575(4)(13) | | | | | | — | | | | | $ | 754,525(6)(10) | | | | | $ | 459,375 | | | | | $ | 1,517,475 | | |
| Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually paid to Non-PEO NEOs(2)(3) ($) | | | Value of Initial Fixed $100 Investment Based on:(4) | | | Net Income ($ Million) | | | Company EBITDA ($ Million) | | |||||||||||||||||||||||||||
| Company TSR ($) | | | Peer Group TSR ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023
|
| |
2022
|
| |
2021 and 2020
|
|
Alan J.M. Haughie
|
| |
Alan J.M. Haughie
|
| |
Alan J.M. Haughie
|
|
Jason P. Ringblom
|
| |
Jason P. Ringblom
|
| |
Jason P. Ringblom
|
|
Nicole C. Daniel
|
| |
Nicole C. Daniel
|
| |
Neil Sherman
|
|
Michael W. Blosser
|
| |
Michael W. Blosser
|
| |
Michael J. Sims
|
|
| | |
Robin H. Everhart
|
| | | |
| Summary Compensation Table Total for PEO ($) | | | Deduct Change in Pension Value for PEO ($) | | | Pension Benefits Adjustments for PEO ($) | | | Exclusion of Stock Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | |
| | | | | | | | | | ( | | | | | | | |
| Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Deduct Change in Pension Value for Non-PEO NEOs ($) | | | Pension Benefits Adjustments for Non-PEO NEOs ($) | | | Exclusion of Stock Awards for Non-PEO NEOs ($) | | | Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | |
| | | | | | | | | | ( | | | | | | | |
| Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | | | Total– Inclusion of Equity Values for PEO ($) | |
| | | | | | | | | | | | | | | | | | | | |
| Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | | | Total–Average Inclusion of Equity Values for Non-PEO NEOs ($) | |
| | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
|
EQUITY COMPENSATION PLAN
INFORMATION |
| |
|
|
|
Plan Category
|
| |
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
| |
(b)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(2) |
| |
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a))(3) |
| |||||||||
|
Equity compensation plans approved by stockholders(1)
|
| | | | 982,710 | | | | | $ | 17.59 | | | | | | 5,245,264 | | |
|
Equity compensation plans or arrangements not approved by stockholders
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
|
TOTAL
|
| | | | 982,710 | | | | | | — | | | | | | 5,245,264 | | |
|
OTHER
BUSINESS |
| |
|
|
|
HOLDERS OF
COMMON STOCK |
| |
|
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of
Common Stock |
| ||||||
|
Warren E. Buffett(1)
Berkshire Hathaway Inc. and affiliated entities
3555 Farnam Street
Omaha, NE 68131 |
| | | | 7,044,909 | | | | | | 9.74% | | |
|
BlackRock, Inc.(2)
50 Hudson Yards New York, NY 10001 |
| | | | 6,495,952 | | | | | | 8.98% | | |
|
The Vanguard Group(3)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 6,388,201 | | | | | | 8.83% | | |
|
The Charger Corporation(4)
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187 |
| | | | 3,629,786 | | | | | | 5.02% | | |
|
Name and Address of Beneficial Owner(1)
|
| |
Amount and Nature of
Beneficial Ownership(1)(2) |
| |
Percent of
Common Stock |
| ||||||
|
Jose A. Bayardo
|
| | | | 4,668(3) | | | | | | * | | |
|
Michael W. Blosser
|
| | | | 67,583(4) | | | | | | * | | |
|
Nicole C. Daniel
|
| | | | 28,522 | | | | | | * | | |
|
Tracy A. Embree
|
| | | | 33,227(3)(5) | | | | | | * | | |
|
Lizanne C. Gottung
|
| | | | 28,528(3) | | | | | | * | | |
|
F. Nicholas Grasberger III
|
| | | | 15,813(3) | | | | | | * | | |
|
Alan J.M. Haughie
|
| | | | 84,759 | | | | | | * | | |
|
Ozey K. Horton, Jr.
|
| | | | 29,329(3)(5) | | | | | | * | | |
|
Stephen E. Macadam
|
| | | | 34,766(3)(5) | | | | | | * | | |
|
Dustan E. McCoy
|
| | | | 67,529(3) | | | | | | * | | |
|
Jason P. Ringblom
|
| | | | 96,479 | | | | | | * | | |
|
W. Bradley Southern
|
| | | | 596,698(4)(6) | | | | | | * | | |
|
All directors and executive officers as a group (13 persons)
|
| | | | 1,105,545(4)(5) | | | | | | 1.53% | | |
|
DELINQUENT
SECTION 16(a) REPORTS |
| |
|
|
|
RELATED PERSON
TRANSACTIONS |
| |
|
|
|
STOCKHOLDER
PROPOSALS |
| |
|
|
|
QUESTIONS AND
ANSWERS |
| |
|
|
|
Q
|
| |
WHEN AND WHERE WILL THE 2024 ANNUAL MEETING OF STOCKHOLDERS BE HELD?
|
|
|
A:
|
| |
The 2024 Annual Meeting of Stockholders will be held on Friday, May 10, 2024 at 7:30 a.m. Central Time virtually via live audio webcast at http://www.virtualshareholdermeeting.com/LPX2024. There will be no physical meeting location. If you are a stockholder of record, you can be admitted to and attend the virtual Annual Meeting of Stockholders by entering the 16-digit voting control number found on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. If you are a beneficial owner (for example, if your shares are not registered in your name but are held in “street name” for you by your broker, bank or other nominee), you must follow the instructions printed on your voting instruction form.
|
|
|
Q
|
| |
HOW CAN I PARTICIPATE IN THE 2024 ANNUAL MEETING OF STOCKHOLDERS?
|
|
|
A:
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We have designed the virtual 2024 Annual Meeting of Stockholders to provide substantially the same opportunities to participate as you would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting, and will be able to vote their shares electronically during the Annual Meeting.
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To attend, vote, and submit questions during the Annual Meeting visit http://www.virtualshareholdermeeting.com/LPX2024 and enter the 16-digit voting control number included in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. We encourage you to access the Annual Meeting prior to the start time. Online access will begin approximately 15 minutes prior to the start of the Annual Meeting, at 7:15 a.m. Central Time.
The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit questions in advance of the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit voting control number. Once past the log-in screen, click on “Question for Management,” type in the question, and click “Submit.” Alternatively, stockholders will be able to submit questions live during the Annual Meeting by typing the question into the “Ask a Question” field, and clicking “Submit.” We will answer questions that comply with the Annual Meeting rules of conduct during the Annual Meeting, subject to time constraints.
Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at http://www.virtualshareholdermeeting.com/LPX2024.
If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.
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Q
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WHY DID I RECEIVE A NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?
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A:
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As allowed by SEC rules, we are providing access to the proxy materials for the 2024 Annual Meeting of Stockholders by Internet instead of mailing printed copies. You will not receive a paper copy of the proxy materials by mail unless you have requested it. Instead, you were sent a Notice of Internet Availability of Proxy Materials providing instructions on how you may access and review all of the proxy materials online and submit your proxy online.
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Q
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WHAT ARE THE PROPOSALS FOR CONSIDERATION AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS AND HOW DOES THE BOARD RECOMMEND I VOTE MY SHARES?
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Proposal
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Board Voting Recommendation
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1.
Election of three Class III directors
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FOR each director nominee
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2.
Ratification of the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2024
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FOR
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3.
Approval, on a non-binding, advisory basis, of named executive officer compensation
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FOR
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Q
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WHAT IS A PROXY?
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A:
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A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By signing the proxy card we provide to you (if you requested a paper copy of the proxy materials) or by submitting your proxy over the Internet or by telephone, you are designating an officer of the Company as your proxy with the authority to vote your shares of Common Stock during the 2024 Annual Meeting of Stockholders.
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Q
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WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
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Proposal
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Vote Required
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1.
Election of three Class III directors
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Affirmative vote of a majority of the total votes cast in a nominee’s election (i.e., the number of shares voted for a nominee’s election exceeds the number of votes cast against such nominee’s election)
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2.
Ratification of the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2024
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Affirmative vote of a majority of the total votes cast
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3.
Approval, on a non-binding, advisory basis, of named executive officer compensation
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Affirmative vote of a majority of the total votes cast
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Q
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WHY DID I RECEIVE MORE THAN ONE PROXY CARD OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS?
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A:
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Stockholders that hold shares of Common Stock in in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts may receive more than one Notice of Internet Availability of Proxy Materials or paper copy of the proxy materials, including multiple proxy cards or voting instruction forms. To vote all of your shares, you must complete, sign, date and return each proxy card or voting instruction form that you receive and/or follow the voting instructions on each Notice of Internet Availability of Proxy Materials or other notice that you receive.
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Q
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HOW MANY SHARES OF COMMON STOCK MAY VOTE AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS?
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A:
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As of March 12, 2024, the record date, there were 72,311,293 shares of Common Stock outstanding and entitled to vote at the 2024 Annual Meeting of Stockholders. Each share of Common Stock entitles its holder to one vote on each matter to be acted upon at the meeting.
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Q
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WHAT HAPPENS IF OTHER MATTERS ARE BROUGHT BEFORE THE 2024 ANNUAL MEETING AND DOES LP EXPECT THAT ANY OTHER MATTERS WILL BE BROUGHT?
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A:
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At the time this proxy statement was printed, management knew of no matters to be presented at the 2024 Annual Meeting of Stockholders other than the items of business listed in the Notice of Annual Meeting of Stockholders and the Notice of Internet Availability of Proxy Materials. If any matters other than the listed items properly come before the meeting, the proxy named in the form of proxy will vote or refrain from voting on such matters in accordance with his best judgment.
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Q
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HOW DO I VOTE MY SHARES?
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A:
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Stockholders of Record—If you are a record holder of shares, you may submit a proxy with your voting instructions or you may vote during the virtual Annual Meeting on Friday, May 10, 2024. If you are a record holder and would like to submit your proxy prior to the 2024 Annual Meeting of Stockholders, you may do so using one of the following three methods:
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Via the Internet
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By Telephone
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By Mail
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Go to the website www.proxyvote.com and follow the instructions provided.
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Call 1-800-690-6903 using a touch-tone phone (toll charges may apply for calls made from outside the United States) and follow the instructions provided.
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If you received a proxy card in the mail, complete, sign, date, and mail the proxy card in the return envelope provided to you.
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Please note that proxies submitted via the Internet or by telephone must be received by 11:59 P.M. Eastern Time on May 9, 2024. If you received a proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy card must be received before the polls close for voting during the 2024 Annual Meeting of Stockholders on Friday, May 10, 2024. Properly completed proxies will be voted as instructed.
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If you plan to participate in the 2024 Annual Meeting of Stockholders, and you wish to vote at such time, the virtual meeting platform will allow you to vote your shares during the meeting. Even if you vote by proxy prior to May 10, 2024, you may still participate in the 2024 Annual Meeting of Stockholders.
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Beneficial Stockholders of Shares Held in “Street Name”—If your shares are held in “street name” (meaning in the name of your bank, broker or other nominee) and you were a beneficial owner of shares of Common Stock at the close of business on the record date, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions your bank, broker or other nominee provides. If you want to vote during the virtual Annual Meeting, you will need the 16-digit voting control number which appears on the voting instructions or the proxy materials that you received.
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If shares are held for your account in LP’s Direct Stock Purchase and Dividend Reinvestment Plan administered by Computershare, all your shares held in the plan will be voted in the same manner as shares you vote by proxy. If you do not vote by proxy, the shares held for your account in the plan will not be voted.
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Q
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HOW WILL MY SHARES BE VOTED IF I DO NOT SPECIFY HOW THEY SHOULD BE VOTED IN MY PROXY?
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A:
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If you are a stockholder of record and return a proxy without indicating voting instructions, your shares will be voted in accordance with the recommendations of the Board “FOR” each of the director nominees in Proposal 1 and “FOR” Proposal 2 and Proposal 3. If you hold your shares in “street name” and do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee will only be permitted to vote your shares with respect to some, but not all, of the proposals. Brokers, banks or other persons acting as nominees for beneficial owners are not permitted to vote proxies with regard to Proposals 1 and 3 on behalf of beneficial owners who have not provided voting instructions (resulting in a “broker non-vote”).
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Q
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HOW MANY VOTES MUST BE PRESENT TO HOLD THE 2024 ANNUAL MEETING OF STOCKHOLDERS?
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A:
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Holders of a majority of the outstanding shares of Common Stock entitled to vote, present in person or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at the 2024 Annual Meeting of Stockholders.
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Q
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HOW ARE ABSTENTIONS AND BROKER NON-VOTES TREATED?
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A:
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With respect to all proposals, you may vote “FOR” or “AGAINST,” or “ABSTAIN” from voting. An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions and broker non-votes are not considered to be votes cast and will have no effect on the outcome of the proposals. However, holders who have abstained from voting and holders represented by broker non-votes are deemed to be “present” at the 2024 Annual Meeting of Stockholders for purposes of establishing a quorum.
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Q
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CAN I REVOKE MY PROXY?
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A:
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If you vote your proxy prior to the 2024 Annual Meeting of Stockholders, you may revoke your proxy by (i) filing either a written notice of revocation with the Corporate Secretary of LP at any time before the meeting, or if you hold your shares in “street name,” following the instructions on your voting instruction form, (ii) submitting a subsequent proxy via the Internet or by telephone, (iii) submitting another properly signed proxy card (or voting
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instruction form) bearing a later date, or (iv) voting electronically during the 2024 Annual Meeting of Stockholders.
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Q
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WHO WILL COUNT THE VOTES AND ARE MY VOTES CONFIDENTIAL?
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A:
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The Board has adopted a confidential voting policy which provides that the voting instructions of stockholders are not to be disclosed to LP except (i) in the case of communications intended for management, (ii) in the event of certain contested matters or (iii) as required by law. Votes will be tabulated by independent tabulators and summaries of the tabulation will be provided to management.
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Q
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WHEN WILL THE VOTING RESULTS BE ANNOUNCED?
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A:
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The preliminary voting results will be announced at the 2024 Annual Meeting of Stockholders. The final voting results will be available in a Current Report on Form 8-K filed with the SEC within four business days following the 2024 Annual Meeting of Stockholders.
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Q
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WHO IS SOLICITING PROXIES AND WHO PAYS THE COST OF PROXY SOLICITATION?
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A:
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LP is soliciting proxies on behalf of its Board to be voted at the 2024 Annual Meeting of Stockholders (including any postponement, adjournment or recess of the meeting). The cost of soliciting proxies will be borne by LP. In addition to the solicitation of proxies by the use of mail and the Internet, some of the officers and regular employees of LP, without extra compensation, may solicit proxies personally or by other means such as telephone or e-mail.
LP has engaged Alliance Advisors LLC (“Alliance”) to assist in the solicitation of proxies. LP will pay Alliance a base fee of $15,000, plus reimbursement of certain customary out-of-pocket expenses, for these services.
LP will request brokers, dealers, banks, voting trustees, and their nominees who hold Common Stock of record to forward soliciting material to the beneficial owners of such stock and will reimburse such record holders for their reasonable expenses in forwarding material.
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Q
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IF I AM UNABLE TO PARTICIPATE IN THE 2024 ANNUAL MEETING OF STOCKHOLDERS, CAN I LISTEN AT A LATER TIME?
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A:
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A replay of the Annual Meeting will be made publicly available for one year at http://www.virtualshareholdermeeting.com/LPX2024.
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Q
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WHAT IS “HOUSEHOLDING”?
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A:
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The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers “household” proxy materials, delivering a single Notice of Internet Availability of Proxy Materials or a single set of the Annual Report to Stockholders and proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive
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a separate Notice of Internet Availability of Proxy Materials or Annual Report to Stockholders and proxy statement, as applicable, or if you are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the Annual Report to Stockholders and proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or us or our transfer agent, if you hold registered shares. You can notify us by sending a written request to Corporate Secretary, Louisiana-Pacific Corporation, 1610 West End Avenue, Suite 200, Nashville, Tennessee 37203, or by making an oral request by calling 615-986-5600. We will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of Notice of Internet Availability of Proxy Materials or the Annual Report to Stockholders and proxy statement, as applicable, to a stockholder at a shared address to which a single copy of the Annual Report to Stockholders and proxy statement was delivered.
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Q
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HOW CAN I COMMUNICATE WITH LP’S BOARD?
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A:
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Stockholders and other interested parties may communicate with the Board by sending written correspondence to either the Chair of the Governance Committee or our Lead Independent Director by e-mail at governance@lpcorp.com, or to our headquarters at Louisiana-Pacific Corporation, 1610 West End Avenue, Suite 200, Nashville, Tennessee 37203. See the “Corporate Governance—Communications with the Board” section of this proxy statement for additional information.
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