Jeanne Hillman
About Jeanne M. Hillman
Jeanne M. Hillman is an independent director of Clearwater Paper (CLW), age 65, first appointed in October 2022. She previously served at Weyerhaeuser (NYSE: WY) as Vice President, Enterprise Technology & Governance (May 2019–Mar 2020), Vice President & Chief Accounting Officer (Aug 2013–May 2019 and Apr 2006–Oct 2010), and Vice President, Finance Operations (Oct 2010–Aug 2013), bringing deep financial, governance, IT, and M&A experience to CLW’s board . She is designated an Audit Committee Financial Expert under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weyerhaeuser Company (NYSE: WY) | VP, Enterprise Technology & Governance | May 2019 – Mar 2020 | Governance, cybersecurity, financial risk oversight exposure |
| Weyerhaeuser Company | VP & Chief Accounting Officer | Aug 2013 – May 2019; Apr 2006 – Oct 2010 | Financial reporting, controls, audit coordination |
| Weyerhaeuser Company | VP, Finance Operations (Wood Products initiative) | Oct 2010 – Aug 2013 | Operations finance, improvement initiatives |
| Weyerhaeuser Company | Senior financial roles | 2002 – 2016 | Strategic planning, capital investment, M&A/divestitures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None reported | — | — | CLW proxy discloses zero other public company boards |
Board Governance
- Independence: Independent director; CLW board has majority-independent outside directors, with an independent Chair (Alexander Toeldte) who presides over executive sessions .
- Committee assignments:
- Audit Committee member; designated Audit Committee Financial Expert; 2024 meetings: 8; average attendance: 100%; independence: 100% .
- Note: Proxy summary table shows stars for Audit and Nominating & Governance beside Hillman, but the roster list does not include her on Nominating; her 2024 fee level aligns with Audit membership only (see Compensation) .
- Attendance: Board and committees met 36 times in 2024; all directors attended all Board and committee meetings for which they were members .
- Board structure: Chair and CEO roles are separate; majority voting in uncontested elections; no poison pill; Dodd‑Frank-compliant clawback policy adopted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $105,000 | Hillman elected to defer a portion; received $21,000 cash and deferred the rest into phantom stock units, with 2,260 units credited for 2024 deferred fees . |
| Annual Director Retainer (policy) | $90,000 | Base cash retainer rate . |
| Audit Committee membership retainer (policy) | $15,000 | Member retainer . |
| Nominating & Governance membership retainer (policy) | $7,500 | Member retainer (Hillman’s reported fees suggest non-membership in 2024) . |
| Meeting fee (policy) | $1,500 | Per Board or committee meeting in excess of 12 meetings respectively . |
Performance Compensation
| Component | Grant Value | Grant Date / Vesting | Instrument | Metrics |
|---|---|---|---|---|
| Annual equity award to outside directors (2024) | $120,000 basis (policy); Hillman’s reported stock awards: $134,328 | Granted May 2024; vests May 2025 | Phantom common stock units; units determined by dividing $120,000 by 20‑day average closing price; dividend equivalents credited as additional units | No performance metrics; time-based vesting for directors . |
| Deferred fees converted to stock units (Hillman, 2024) | 2,260 units credited | Per deferral elections; valued using closing price at each fee date | Phantom stock units | No performance metrics; deferral-based . |
Director equity is time-based phantom stock units, not PSUs with operating/TSR targets; compensation mix reflects fixed cash retainers plus equity intended to align interests rather than incentivize short-term financial metrics .
Other Directorships & Interlocks
| Company | Current Board? | Committee Roles | Interlocks / Potential Conflicts |
|---|---|---|---|
| Public company boards (past 5 years) | 0 | — | None disclosed; no related-party transactions in 2024 . |
| Prior employer (Weyerhaeuser) | Not a board seat | — | No CLW‑disclosed related transactions tied to Hillman; Audit Committee reviews related person transactions . |
Expertise & Qualifications
- Audit/Accounting/Finance; M&A; governance; information technology; wood products/paper industry; strategic planning; executive management .
- Audit Committee Financial Expert designation .
- Board maintains skill coverage across cybersecurity, sustainability, risk management; Hillman’s background supports audit oversight and IT/cyber elements relevant to financial risk .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Common Stock Units (vested/vesting within 60 days) | Notes |
|---|---|---|---|---|
| Jeanne M. Hillman | — | <1% | 10,995 | As of Feb 28, 2025; represents vested and units vesting within 60 days . |
| Hillman phantom units (aggregate) | — | — | 13,056 | Total vested and unvested phantom units outstanding as of Dec 31, 2024 . |
- Director ownership guideline: Must hold at least 5× annual cash retainer within five years; CLW reports each director is in compliance; hedging, pledging, margin purchases, and derivatives trading in company securities are prohibited .
Say‑On‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 10,022,022 | 1,138,290 | 80,955 | 1,989,976 |
| Amendments to 2017 Stock Incentive Plan | 9,933,972 | 1,219,972 | 87,323 | 1,989,976 |
| Ratification of KPMG LLP (2025) | 12,551,487 | 587,360 | 92,396 | — |
| Director election – Hillman | 10,923,196 | 218,325 | 99,746 | 1,989,976 |
Prior year (2024) say‑on‑pay was also approved (For: 12,756,520; Against: 624,658; Abstain: 21,982; Broker non‑votes: 1,716,084) .
Governance Assessment
- Board effectiveness and engagement: 100% attendance, robust committee cadence (Audit 8; Comp 5; Nom/Gov 4), independent Chair and regular executive sessions support oversight quality .
- Financial oversight: Hillman’s Audit Committee role and “Financial Expert” status are positive signals amid CLW’s audit fee increases tied to the Augusta acquisition and consumer products divestiture, with clear pre‑approval controls and auditor independence discussions documented .
- Alignment: Deferral of cash fees into stock units and annual time‑vested equity awards enhance long-term alignment; directors are subject to 5× retainer ownership guidelines and anti‑hedging/pledging policies; CLW reports directors in compliance .
- Independence/conflicts: No related‑party transactions requiring disclosure in 2024; Hillman holds no other public company directorships, reducing interlock risks; Audit Committee reviews related‑person transactions per policy .
- Shareholder signals: Say‑on‑pay approvals in 2024 and 2025, and strong support for Hillman’s re‑election, indicate investor confidence in governance and compensation structures .
RED FLAGS
- None disclosed: No pledging/hedging, no related‑party transactions involving Hillman, full attendance, and independent status across committees .
Notes on Committee Membership
- The proxy’s summary table marks Hillman as Audit and Nominating & Governance; however, the detailed Nom/Gov roster does not list her and her 2024 reported cash fees align with base + Audit membership (no Nom/Gov member retainer) .