Joe Laymon
About Joe W. Laymon
Independent director of Clearwater Paper Corporation; age 72; joined the CLW board in May 2019 (tenure ~5.9 years as of the March 28, 2025 proxy). Former Vice President, Human Resources and Corporate Services at Chevron (2008–2017). Key credentials cited by CLW: leadership and expertise in executive compensation, diversity and inclusion, sustainability, cybersecurity, and human capital management; serves as chair of the compensation committee at another public company. Independent under NYSE standards; boards and committees met 36 times in 2024 with 100% attendance from all directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation (NYSE: CVX) | Vice President, Human Resources & Corporate Services | 2008–2017 | Senior HR leadership for a global integrated energy company (executive compensation, human capital) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peabody Energy (NYSE: BTU) | Director | Since 2017 | Chair, Compensation Committee; Member, Health, Safety, Security & Environmental Committee |
Board Governance
- Independence: Independent director; CLW board comprises 7 of 8 independent directors post-Annual Meeting; committees are entirely independent.
- Committee memberships (CLW):
- Compensation Committee (member; committee held 5 meetings in 2024; average attendance 100%)
- Nominating & Governance Committee (member; committee held 4 meetings in 2024; average attendance 100%)
- Attendance: “All directors serving in 2024 attended all Board meetings and all Board committee meetings for which they were a committee member.” Board and committees met 36 times in 2024.
- Board leadership: Independent Chair (Alexander Toeldte); CEO and Chair roles are separate; regular executive sessions without management.
- Interlocks: Compensation Committee members (including Laymon) are all outside directors; no CLW NEO served as a director or compensation committee member of any business employing CLW directors during 2024.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (retainers) | $105,000 | Constructed as $90,000 board retainer + $7,500 Compensation Committee membership + $7,500 Nominating & Governance Committee membership |
| Equity grant (phantom common stock units) – grant date fair value | $134,328 | Annual award granted May 2024; units determined by dividing $120,000 by the 20-day average closing price; reported grant-date fair value uses closing price on grant date; vests in May 2025 |
| Total 2024 director compensation | $239,328 | Sum of cash and equity |
| 2024 cash deferral election | 100% of cash fees deferred | Deferral credited 2,826 phantom stock units in 2024 |
| Meeting fees policy | $1,500 per meeting above 12 per year | Applies to board or committee meetings beyond 12 |
Semler Brossy advises the Nominating Committee on director compensation; target at median of comparable companies.
Performance Compensation
| Element | Metric(s) | Design | Status |
|---|---|---|---|
| Director equity | Time-vested phantom common stock units | Annual grant; vests after one year; dividend equivalents credited; settled in cash upon separation | No performance metrics for director equity; purely time-based |
Other Directorships & Interlocks
| Company | Overlap Type | Details |
|---|---|---|
| Peabody Energy (BTU) | External directorship | Chair, Compensation Committee; HSSE Committee member |
| Compensation Committee interlocks (CLW) | None | All CLW compensation committee members are outside directors; no CLW NEOs served on boards/comp committees of entities employing CLW directors in 2024 |
Expertise & Qualifications
- Executive compensation and human capital: Extensive HR leadership; chairs compensation committee externally; CLW cites executive compensation and human capital management expertise.
- Sustainability and cybersecurity: Qualifications include sustainability and cybersecurity experience per CLW’s board biography.
- Leadership: Senior executive background in large, complex organizations.
Equity Ownership
| Measure | Amount | Date/Definition |
|---|---|---|
| Beneficial common shares | – (none reported) | As of Feb 28, 2025 |
| Ownership % of class | Less than 1% (*) | Based on 16,239,929 shares outstanding (Feb 28, 2025) |
| Common stock units counted toward ownership table | 19,896 units | Vested or vesting within 60 days of Feb 28, 2025 |
| Phantom common stock units (vested + unvested) | 27,038 units | As of Dec 31, 2024 |
| Hedging/pledging | Prohibited under Insider Trading Policy (short sales, pledging, margin, options) | Directors are in compliance |
| Director stock ownership guideline | ≥5× annual cash retainer within 5 years; all directors in compliance | Phantom common stock units count toward guidelines |
*Less than 1%.
Governance Assessment
- Independence and attendance: Strong—independent status, 100% attendance in 2024, and service on two independent committees (Compensation; Nominating & Governance). This supports board effectiveness and investor confidence.
- Committee expertise: Background aligns with roles overseeing executive pay and board governance; CLW explicitly highlights his executive compensation and human capital skills.
- Ownership alignment: Defers 100% of cash fees into phantom stock units; complies with 5× retainer ownership guideline; no pledging/hedging permitted—positive alignment signals.
- External board network: Serves on Peabody Energy’s board and chairs compensation committee. While not a related-party or supply-chain interlock, investors with stringent ESG screens may note the coal exposure; CLW reports no related-party transactions in 2024.
- Shareholder signals: CLW’s 2023 say‑on‑pay received >95% approval, indicating broad investor support for compensation governance; board declassification underway, enhancing accountability.
No related‑party transactions required disclosure in 2024; clawback policy adopted in compliance with Dodd‑Frank; independent compensation consultant retained by committees.