John O'Donnell
About John P. O’Donnell
Independent director at Clearwater Paper (CLW) since April 2016; age 64 in the 2025 proxy. Former President and CEO of Neenah, Inc. (NYSE: NP) until July 2020; prior COO and President roles at Neenah and senior leadership at Georgia‑Pacific’s consumer products division. Core credentials: strategic leadership, human capital management, M&A, supply chain, and paper/consumer products industry expertise; Chair of CLW’s Nominating & Governance Committee since May 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neenah, Inc. | President & CEO; Director | CEO May 2011–Jul 2020; Director Nov 2010–Jul 2020 | Led specialty materials company; strategic planning and M&A; governance experience as public company director |
| Neenah, Inc. | COO | Jun 2010–May 2011 | Operations leadership; supply chain oversight |
| Neenah, Inc. | President, Fine Paper | 2007–Jun 2010 | Business leadership in paper segment |
| Georgia‑Pacific | President, NA Retail; President, NA Commercial Tissue | 2002–2007 (Commercial Tissue 2002–2004; Retail 2004–2007) | Senior management in consumer products division; industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neenah, Inc. | Director | Nov 2010–Jul 2020 | Prior public company directorship |
| — | — | — | Current other public company boards: 0 |
Board Governance
- Committee assignments (2024): Chair, Nominating & Governance; Member, Audit. Not a member of Compensation Committee in 2024 .
- Independence: CLW board determined all outside directors (including O’Donnell) are independent under NYSE standards and the company’s policy .
- Attendance: Nominating & Governance met 4 times in 2024 (average attendance 100%); Audit met 8 times in 2024 (average attendance 100%). Board and its committees met 24 times in 2023 with all directors attending all meetings for committees on which they served .
- Governance scope: Nominating & Governance oversees governance principles, board/management evaluations, succession planning, and sustainability/ESG oversight; Audit oversees accounting/financial reporting, internal controls, cybersecurity, and related person transactions policy .
| Committee (2024) | Role | Meetings | Attendance | Independence |
|---|---|---|---|---|
| Nominating & Governance | Chair | 4 | 100% | 100% |
| Audit | Member; Audit Committee Financial Expert | 8 | 100% | 100% |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 122,500 | Comprised of board retainer and committee membership/chair retainers per schedule (Board $90k; Audit membership $15k; N&G membership $7.5k; N&G Chair $10k) . |
| 2024 | 122,500 | Same structure; meeting fees applicable only beyond 12 meetings per committee . |
Performance Compensation
- Directors receive annual equity in the form of phantom common stock units (time‑based), not options or PSUs; grant sizing methodology (2023 example): $120,000 divided by a 20‑day average closing price; dividends credited as additional units; cash‑settled upon separation .
- No performance metrics were disclosed for director equity grants (e.g., revenue/EBITDA/TSR/ESG do not apply to director awards) .
| Year | Stock Awards ($) | Instrument | Grant Structure |
|---|---|---|---|
| 2023 | 112,556 | Phantom common stock units | Sized at $120k using 20‑day average closing price; vests in May 2024 . |
| 2024 | 134,328 | Phantom common stock units | Annual stock units grant; fair value per FASB ASC 718 . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation Committee Interlocks | 2020 Compensation Committee included O’Donnell; company disclosed no interlocks/insider participation by NEOs in 2020 . In 2024, O’Donnell was not on Compensation; committee members remained outside directors; no NEO interlocks disclosed . |
| Shared directorships | None disclosed with competitors/suppliers/customers . |
Expertise & Qualifications
- Leadership and strategic planning; human capital management; M&A; supply chain; deep sector expertise in paper/consumer products .
- Audit/financial oversight capability designated via Audit Committee Financial Expert status .
Equity Ownership
- Stock ownership guidelines: at least 5x annual cash retainer within five years; all directors in compliance; prohibited activities include short sales, pledging, margin purchases, and exchange‑traded derivatives on company securities .
- Beneficial ownership: O’Donnell reported less than 1% ownership; phantom stock units held and vesting disclosed below.
| Metric | As of Feb 29, 2024 | As of Dec 31, 2024 | As of Feb 28, 2025 |
|---|---|---|---|
| Common shares beneficially owned | — | — | — |
| Percent of class | * | * | * |
| Common stock units (vested or vesting within 60 days) | 24,073 | 30,439 (aggregate vested+unvested phantom units outstanding) | 27,652 (vested or vesting within 60 days) |
Insider Trades
| Filing Date | Trade Date | Form | Type | Quantity | Price | Approx. Value |
|---|---|---|---|---|---|---|
| May 9, 2024 | May 10, 2024 | Form 4 | Grant (phantom stock units) | 2,794 | $43.05 | ~$120,000 |
Note: Director equity grants are consistent with CLW’s annual phantom unit awards to outside directors .
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related person transactions >$120,000; chair may approve between meetings, with subsequent committee reporting .
- 2024 outcome: No related person transactions requiring disclosure or approval pursuant to policy .
- Conflict controls: Insider Trading Policy prohibits short sales, pledging, margin purchases, and exchange‑traded derivatives in CLW securities; annual compliance and ownership guideline monitoring reported to the Board .
Governance Assessment
- Strengths: Independent director with deep industry operating experience; chairs Nominating & Governance and sits on Audit as an “financial expert.” Perfect committee attendance in 2024 and full board/committee attendance in 2023, signaling high engagement. Director compensation is balanced with equity via phantom units and aligned with median market levels overseen by an independent consultant (Semler Brossy) .
- Alignment and controls: In‑compliance with stock ownership guidelines; robust restrictions on pledging/hedging; no related‑party transactions in 2024; N&G expanding remit to sustainability oversight enhances board effectiveness on ESG risk .
- Watch items: No current other public boards (limits external interlocks, but also less external governance exposure); continued monitoring of sustainability oversight execution and Audit’s cybersecurity oversight given evolving risk landscape .