Ann Nelson
About Ann C. Nelson
Ann C. Nelson (age 65) is an independent director of Clearwater Paper Corporation (CLW), serving since May 2020. She is a retired Lead Audit Partner from KPMG LLP (1982–2019) with deep accounting/financial reporting experience and forest products industry exposure. She is designated an Audit Committee Financial Expert and currently serves on CLW’s Audit and Nominating & Governance Committees. She also serves as a director and Audit Committee Chair at Rayonier Inc. (RYN) and is a member of its Compensation & Management Development Committee . Tenure on CLW’s board is shown as 4.8 years in the Board profile .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Lead Audit Partner; prior audit roles | 1982–2019 | Lead client partner across forest products and paper industries; extensive accounting/financial reporting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rayonier Inc. (NYSE: RYN) | Independent Director; Audit Committee Chair; member, Compensation & Management Development Committee | Since 2020 | Leads audit oversight; committee experience in compensation |
Board Governance
- Independence: CLW states all outside directors are independent under NYSE standards and company policy; only the CEO is non-independent. Board leadership separates Chair and CEO roles, with the independent Chair presiding over executive sessions .
- Committees: Nelson is a member of Audit and Nominating & Governance; CLW’s three standing committees are composed entirely of independent directors. All Audit Committee members, including Nelson, are designated Audit Committee Financial Experts under SEC/NYSE rules .
- Attendance: The Board and committees met 36 times in 2024; all directors attended all Board and all of their committee meetings in 2024 (100% attendance). Audit met 8 times (100% average attendance); Nominating & Governance met 4 times (100% average attendance) .
- Risk/Cyber oversight: The Audit Committee assists the Board with cybersecurity oversight and financial risk. Nelson’s biography highlights experience with cybersecurity and human capital management, aligning with committee mandates .
- Declassification: The Board is declassifying over three years beginning with the 2025 meeting; annual elections commence in 2027 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard independent director retainer |
| Audit Committee member retainer | $15,000 | Applies to Nelson as Audit member |
| Nominating & Governance member retainer | $7,500 | Applies to Nelson as N&G member |
| Meeting fees | $0 shown | $1,500 per meeting for each Board/Committee in excess of 12; not reflected for Nelson in 2024 table |
| Total fees earned (cash) | $112,500 | Reported for Nelson in 2024 director comp table |
Performance Compensation (Director)
| Component | 2024 Grant | Vesting/Structure | Notes |
|---|---|---|---|
| Annual equity award (phantom stock units) | $134,328 (grant-date fair value) | Vests in May 2025; dividends credited as additional units; settled in cash upon separation | Annual award sized at $120,000 divided by 20-day average closing price; 2024 reported fair value for Nelson is $134,328 |
| Performance metrics | Not applicable | Time-based, not performance-based | Director equity is service-vesting, not tied to performance metrics |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Rayonier Inc. (RYN) | Independent Director | Audit Chair; Compensation & Management Development member | No CLW disclosure of related person transactions in 2024; Compensation Committee interlocks disclosure lists CLW comp committee members (not Nelson) and reports no interlocks/insider participation issues |
Expertise & Qualifications
- Accounting/Financial Reporting: Former KPMG Lead Audit Partner; designated Audit Committee Financial Expert at CLW .
- Industry: Experience serving forest products/paper industry clients at KPMG .
- Cybersecurity & HCM: Biography cites experience in cybersecurity and human capital management; aligns with CLW’s board skill needs and risk oversight .
- Governance: Committee roles across Audit and Nominating & Governance at CLW; Audit Chair role at Rayonier .
Equity Ownership
| Holder | Direct Shares | Common Stock Units (vested/vesting within 60 days) | % of Outstanding | As-of Date |
|---|---|---|---|---|
| Ann C. Nelson | 3,000 | 14,671 | <1% | Feb 28, 2025 |
| Phantom/Deferred Units outstanding (aggregate) | — | 17,458 units as of 12/31/2024 | — | Dec 31, 2024 |
Ownership alignment policies:
- Stock ownership guideline: 5x annual cash retainer within five years; all directors are in compliance as of the 2025 measurement date .
- Trading restrictions: Prohibitions on short sales, pledging, margin purchases, and derivative transactions in company securities .
Governance Assessment
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Strengths
- Independence and Expertise: Nelson is independent, serves on two key committees, and is an Audit Committee Financial Expert—supportive of strong audit quality and risk oversight .
- Attendance and Engagement: 100% attendance at Board and committee meetings in 2024; Board holds regular executive sessions led by an independent Chair .
- Pay Structure and Alignment: Director pay mix balanced (2024: $112,500 cash; $134,328 equity), with robust stock ownership guidelines and compliance; hedging/pledging prohibitions enhance alignment .
- No Related-Party Exposure: CLW reports no related person transactions in 2024; Compensation Committee interlocks disclosure indicates no interlocks or insider participation issues .
- Shareholder Support: Say-on-pay support exceeded 95% in 2024, indicating broad investor approval of compensation governance practices .
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Considerations/Monitoring
- External Directorship: Audit Chair role at Rayonier (a timber REIT) creates adjacency to CLW’s fiber-based supply chain; CLW discloses no related transactions, but investors may monitor for any future dealings that could raise perceived conflicts (none disclosed for 2024) .
- Industry Downcycle/Cyber Oversight: Given Audit’s cybersecurity oversight and challenging industry dynamics, Nelson’s audit/cyber background is a positive; continued monitoring of oversight effectiveness as CLW integrates Augusta and executes cost reductions is prudent .
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Compensation Committee Practices (context for governance quality)
- Independent compensation consultant (Semler Brossy) engaged; clawback policy adopted; no repricing or excise tax gross-ups .
- Director compensation reviewed/benchmarked by Nominating Committee with Semler Brossy .
Overall, Ann C. Nelson presents as a high-credibility audit-focused independent director with impeccable attendance, appropriate committee assignments, and strong alignment policies. No conflicts or red flags were disclosed for 2024 (no related party transactions; interlocks not implicated), supporting investor confidence in board oversight quality .