John Corkrean
About John J. Corkrean
Independent director since May 2019 (tenure ~5.9 years) and Chair of the Audit Committee since September 2019; age 59. Currently EVP & CFO of H.B. Fuller Company; prior 17 years in financial leadership roles at Ecolab, including SVP Finance for the global energy services division (2014–2016). Recognized as an Audit Committee Financial Expert under NYSE/SEC rules; independence affirmed under CLW’s Director Independence Policy. Attendance exemplary: the Board and its committees met 36 times in 2024, with 100% attendance by all directors, including Corkrean .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.B. Fuller Company (NYSE: FUL) | EVP & CFO | 2016–present | Public company finance leadership; cybersecurity, executive compensation expertise cited as Board qualifications |
| Ecolab | Financial leadership roles; SVP Finance, Global Energy Services | ~1997–2016 | Senior finance roles supporting risk oversight and operational finance |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| H.B. Fuller Company | EVP & CFO | No | Executive role; not a director; reinforces finance/audit expertise |
| Other public boards | — | 0 | CLW proxy lists “Other Public Boards: 0” for Corkrean |
Board Governance
- Committee assignments: Audit Committee Chair (since Sept 2019); member, Compensation Committee. Not listed on Nominating & Governance Committee .
- Independence: All outside directors (including Corkrean) are independent; all three standing committees are 100% independent .
- Attendance and engagement: Board/committees met 36 times in 2024; average committee attendance 100%; all directors attended all meetings; all directors attended 2024 annual meeting .
- Leadership structure: Independent Chair separate from CEO; regular executive sessions without management .
- Compensation Committee interlocks: All members are outside directors; no NEOs served on other entities’ boards/comp committees employing CLW directors in 2024 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $132,500 | Consistent with schedule: $90,000 base retainer + $15,000 Audit Committee membership + $7,500 Compensation Committee membership + $20,000 Audit Chair fee |
| Equity (Phantom Common Stock Units) – Grant Date Fair Value | $134,328 | Annual director grant in May 2024; units vest in May 2025 |
| Total Director Compensation | $266,828 | 2024 total |
Retainer schedule (for reference): base $90,000; Audit Committee membership $15,000; Compensation membership $7,500; Audit Chair $20,000; Board Chair $110,000; N&G membership $7,500; meeting fee in excess of 12 meetings $1,500 .
Performance Compensation (Director)
Directors do not receive performance-based pay; equity is granted as time-based phantom common stock units (annual award; vest after one year). No stock options for directors; awards convert to cash at separation from service.
| Grant Type | Grant Date | Number of Units | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Phantom Common Stock Units (annual director award) | 5/9/2025 | 4,743.083 | Not stated on Form 4 (units credited at $25.30 reference price) | Vests 5/1/2026; pays out in cash upon termination per Director Deferred Compensation Plan | None (time-based) |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | None disclosed | Proxy lists no related-person transactions in 2024; audit committee reviews any such transactions . |
Expertise & Qualifications
- Financial/audit leadership; recognized Audit Committee Financial Expert; cybersecurity oversight experience (Audit Committee oversees cybersecurity reporting) .
- Executive compensation oversight experience; member of Compensation Committee .
- Public company leadership credentials (CFO role) .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | — | 2/28/2025 | Not listed; “Less than 1%” of class |
| Common Stock Units (vested and those vesting within 60 days) | 19,896 units | 2/28/2025 | Director deferred/phantom units count toward ownership guidelines |
| Phantom Units outstanding (aggregate vested/unvested) | 22,683 units | 12/31/2024 | Aggregate director units credited for service and deferred fees |
| Phantom Units beneficially owned after 5/9/2025 grant | 27,426.665 units | 5/13/2025 filing | Reflects units credited since prior report |
| Ownership guidelines | 5x annual cash retainer (met/in compliance) | Ongoing | Directors prohibited from hedging/pledging CLW stock; insider trading policy enforced |
Insider Trades (Form 4 – recent)
| Date | Security | Transaction | Units/Price | Post-transaction Beneficial Units |
|---|---|---|---|---|
| 5/9/2025 (filed 5/13/2025) | Phantom common stock units | Annual grant (A) | 4,743.083 units at ref. $25.30 | 27,426.665 units |
Governance Assessment
- Strengths:
- Audit Chair with deep CFO background and designated financial expert status; committees fully independent; 100% attendance indicates strong engagement .
- Director compensation mix balanced (cash + time-based equity), aligned with market median via independent consultant Semler Brossy; director ownership guidelines enforced; hedging/pledging prohibited .
- No related-person transactions in 2024; Compensation Committee interlocks absent; strong governance practices (majority voting, declassification transition, clawback adoption, separate Chair/CEO) bolster investor confidence .
- Monitoring items:
- External executive role (CFO, H.B. Fuller) could create potential perceived conflicts if CLW were to transact with H.B. Fuller; none disclosed in 2024, and Audit Committee reviews related-party transactions per policy .
- Industry down-cycle and transformation elevate financial reporting and risk oversight demands; Corkrean’s audit leadership and cybersecurity oversight responsibilities are critical in current environment .
RED FLAGS
- None disclosed: no related-party transactions; no attendance issues; no hedging/pledging; committees independent .
Say-on-Pay & Shareholder Feedback (context)
- 2024 advisory vote on 2023 executive compensation received >95% approval; supports overall alignment of compensation governance overseen in part by committees Corkrean participates in .
Compensation Committee Analysis (context)
- Members: Kevin J. Hunt (Chair), John J. Corkrean, Joe W. Laymon, Alexander Toeldte, Christine M. Vickers Tucker; independent consultant Semler Brossy; annual risk assessment; no repricing/gross-ups; double-trigger CoC; clawback adopted .
Notes: All citations reference Clearwater Paper’s 2025 DEF 14A unless otherwise indicated; insider transaction data drawn from Form 4 filings for CLW directors.