Alexander Toeldte
About Alexander Toeldte
Alexander Toeldte (age 65) has served on Clearwater Paper’s board since April 2016 and as Independent Chair of the Board since September 2018; he also served as Independent Executive Chair from March 2020 to May 2022. He is a former CEO and director of Boise Inc. with a career spanning senior roles at Boise Cascade, Fonterra, Fletcher Challenge, and McKinsey, bringing extensive paper, packaging, M&A and financial expertise to CLW’s board. Other public company directorships: none. Tenure at CLW: 9 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise Inc. | President, CEO, and Director | 2008–2013 | Led public paper manufacturer through strategic execution |
| Boise Cascade | EVP, Paper & Packaging | 2005–2008 | Senior operating leadership in paper/packaging |
| Fonterra Co-operative Group | EVP; CEO of Fonterra Enterprises | Prior to 2005 | Global operating leadership in consumer/dairy |
| Fletcher Challenge Limited (Building, Paper) | Group CFO; CEO of Fletcher Challenge Building and Fletcher Challenge Paper; Chair of Fletcher Challenge Canada | Prior to 2005 | Public company CEO/CFO and chair experience |
| McKinsey & Company | Partner (Canada, Sweden) | Early career | Strategy and operations advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jitasa, Inc. (private) | Chairman | 2014–2022 | Provider of accounting/finance services for non-profits |
| Xerium Technologies, Inc. (NYSE: XRM) | Director; Comp & Gov committees | 2016–2018 | Company sold in 2018 |
| American Forest & Paper Association (AF&PA) | Board member; Chair in 2012 | 2008–2013; 2020–2022 | Industry leadership role |
| Current public company boards | None | — | Other public boards: 0 |
Board Governance
- Roles and independence
- Independent Chair of the Board (since Sep 2018); presides over executive sessions of independent directors. All outside directors are independent under NYSE and CLW policies.
- Committee assignments (all-independent committees)
- Compensation Committee (member since May 2017). Meetings in 2024: 5; average attendance 100%.
- Nominating & Governance Committee (member since Apr 2016; former Chair Sep 2018–May 2020). Meetings in 2024: 4; average attendance 100%.
- Attendance and engagement
- Board and committees met 36 times in 2024; all directors attended all Board and committee meetings for which they were members in 2024. In 2023, there were 24 meetings with 100% attendance.
- Board structure and practices
- Separate Chair and CEO roles; majority voting in uncontested elections; no poison pill; clawback policy adopted; declassification of the board approved in 2024 (transitioning to annual elections by 2027).
Fixed Compensation
| Component (Non-Employee Directors) | Rate | Source |
|---|---|---|
| Annual cash retainer | $90,000 | |
| Chair of the Board retainer (if not CEO) | $110,000 | |
| Compensation Committee membership retainer | $7,500 | |
| Nominating & Governance Committee membership retainer | $7,500 | |
| Meeting fee (each Board/Committee meeting over 12 per year) | $1,500 |
| Person | Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|---|
| Alexander Toeldte | 2024 | $215,000 | Aligns with $90k base + $110k Chair + $7.5k Comp + $7.5k N&G retainers |
| Alexander Toeldte | 2023 | $215,000 | Same structure as 2024 |
- Attendance: all committee meetings at 100% in 2024; see above.
Performance Compensation
| Person | Year | Equity Grant Type | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Alexander Toeldte | 2024 | Phantom common stock units (director equity) | $134,328 | Annual grant made May 2024; vests in May 2025 |
| Alexander Toeldte | 2023 | Phantom common stock units (director equity) | $112,556 | Annual grant made May 2023; vests in May 2024 |
- Structure and metrics: Director equity awards are fixed-value phantom common stock units (targeted at $120,000 per year) determined by dividing $120,000 by the 20-day average closing price; they are credited with dividend equivalents and convert to cash upon separation from service; no performance metrics apply.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None; other public boards: 0 |
| Prior public boards | Xerium Technologies, Inc. (2016–2018), Comp & Gov committees |
| Compensation Committee interlocks | None. 2024 Compensation Committee comprised solely of independent directors; no NEO served on a board that employed any CLW director. |
Expertise & Qualifications
- Global operating leadership in paper/packaging and consumer industries (Boise Inc., Boise Cascade, Fonterra; Fletcher Challenge CEO/CFO roles).
- Significant board leadership (Independent Chair of CLW; prior chair roles at public entities and AF&PA chair in 2012).
- Financial and M&A expertise; prior partner at McKinsey.
Equity Ownership
| As-of Date | Beneficially Owned Common Shares | Percent of Class | Common Stock Units (see note) |
|---|---|---|---|
| Feb 28, 2025 | — | * | 30,934 [1] |
| Dec 31, 2024 | — | — | 33,721 |
[1] The security ownership table shows “—” for shares and lists 30,934 common stock units as of Feb 28, 2025 (vested and those vesting within 60 days). The director compensation footnote reports 33,721 phantom common stock units outstanding as of Dec 31, 2024 (vested and unvested).
Additional alignment policies:
- Director stock ownership guideline: 5× annual cash retainer, to be met within 5 years; all directors are in compliance.
- Hedging, pledging, and margin purchases are prohibited.
Governance Assessment
-
Strengths supporting investor confidence
- Independent Chair with deep sector and strategic/M&A experience; separate Chair/CEO structure.
- 100% attendance and high meeting cadence in 2024 (36 meetings) during transformational year (Augusta acquisition; CPD sale).
- Robust governance framework: majority voting; no poison pill; clawback policy; board declassification underway; independent-only committees.
- No related-party transactions in 2024.
- Director equity/fees calibrated to market and reviewed by independent consultant (Semler Brossy).
-
Considerations and potential watch items
- Board Chair also serves on the Compensation Committee (though fully independent), which some governance frameworks scrutinize; CLW discloses no interlocks and uses an independent compensation consultant.
- Director equity is in phantom stock units that convert to cash at separation (no performance conditions), typical for directors but not performance-linked.
-
Shareholder support signals
- Say‑on‑pay support exceeded 95% in both 2024 and 2023, indicating favorable investor sentiment toward compensation governance.
Appendix: Director Compensation Detail (Alexander Toeldte)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 215,000 | 134,328 | — | 349,328 |
| 2023 | 215,000 | 112,556 | — | 327,556 |
2024 fee components reflect $90k base, $110k Chair retainer, and $7.5k each for Compensation and N&G committee memberships.
Appendix: Board & Committee Activity and Attendance
| Year | Board/Committee Meetings | Attendance |
|---|---|---|
| 2024 | 36 | All directors attended 100% of Board and committee meetings for which they were members |
| 2023 | 24 | All directors attended 100% of Board and committee meetings for which they were members |