Sherri Baker
About Sherri Baker
Sherri J. Baker is Senior Vice President, Finance and Chief Financial Officer of Clearwater Paper, effective August 14, 2023; she was 51 at appointment and holds both B.S. and M.S. in Accounting from the University of North Texas . Her background spans 28 years in accounting, tax, finance and executive leadership, including CFO roles at Hyliion Holdings (Feb 2021–Sep 2022, NYSE:HYLN) and PGT Innovations (Apr 2019–Feb 2021, NYSE:PGTI), with earlier leadership roles at Dean Foods (2010–2019) and Frito-Lay (1997–2010), and audit at Ernst & Young . Company performance context under her tenure includes FY2024 net income of $196.3 million and Adjusted EBITDA of $181.5 million versus FY2023 net income of $107.7 million and Adjusted EBITDA of $281.0 million; the value of a $100 TSR-based investment stood at $139 for 2024 versus $169 for 2023 (per SEC pay-vs-performance disclosures) . The 2024 AIP used company Adjusted EBITDA and strategic objectives, with attainment of $212.6 million (vs. $225.0 million target) and a 200% payout for strategic objectives, reflecting transformative actions in 2024 (Augusta acquisition, consumer division divestiture, debt reduction) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyliion Holdings (NYSE:HYLN) | Chief Financial Officer | Feb 2021–Sep 2022 | Led finance for electrified powertrain company; executive oversight of finance and strategy . |
| PGT Innovations (NYSE:PGTI) | Senior Vice President & Chief Financial Officer | Apr 2019–Feb 2021 | CFO of national leader in premium windows/doors; supported strategic and operational decision-making . |
| Dean Foods | VP Commercial Finance; VP Investor Relations, Strategy & Corporate Finance | 2010–2019 | Roles across commercial finance, supply chain, IR, strategy; progressed to senior finance leadership . |
| Frito-Lay | Various finance leadership roles (accounting, tax, procurement) | 1997–2010 | Advanced through finance leadership supporting operations and procurement . |
| Ernst & Young | Audit | Early career | Foundation in audit; professional credentials in accounting . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $200,000 | $530,500 |
| Stock Awards ($) | $647,943 | $625,561 |
| Option Awards ($) | $0 | $0 |
| Non-Equity Incentive Plan Compensation ($) | $174,200 | $359,700 |
| Change in Pension Value and Nonqualified Deferred Comp Earnings ($) | $0 | $0 |
| All Other Compensation ($) | $69,831 | $148,608 |
| Total ($) | $1,091,974 | $1,664,369 |
Compensation targets:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Salary Target ($) | $520,000 | $533,000 |
| AIP Target ($) | $129,600 (65% of prorated base) | $345,800 |
| LTIP Target ($) | $520,000 | $533,000 |
Perquisites and other items:
- 2023 relocation benefits: $58,139, including $19,426 tax restoration; 2024 relocation benefits: $93,027, including $38,754 tax restoration (subject to repayment if terminated for cause or resigns without good reason within two years) .
- Nonqualified supplemental 401(k) contributions: Registrant contributions $35,763 in 2024; aggregate balance $35,763 at 12/31/2024 .
Performance Compensation
Annual Incentive Plan (AIP) – design and 2024 outcomes:
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Company Adjusted EBITDA | 75% (enterprise-wide execs including CFO) | $225.0M | $212.6M | 72.4% of target for company portion |
| Strategic Objectives | 25% | 0–200% scale | Achieved transformative goals (Augusta acquisition; consumer division sale; debt reduction) | 200% of target |
| 2024 AIP Target/Actual (CFO) | — | $345,800 | $359,700 | Cash paid in 2025 |
Long-Term Incentive Plan (LTIP) – 2024–2026 design:
| Instrument | Weight | Metric | Structure | Modifier |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 60% | 70% Free Cash Flow; 30% ROIC | 3-year cliff vest (2024–2026), 0–200% payout | rTSR vs S&P SmallCap 600: +25% / 0% / -25% |
| Restricted Stock Units (RSUs) | 40% | Retention/alignment | Ratable vesting over 3 years | N/A |
2024 grants (CFO):
| Grant Type | Grant Date | Target Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (2024–2026) | 2/26/2024 | 9,552 | $383,704 |
| RSUs (2024–2026) | 2/26/2024 | 6,368 | $241,857 |
| RSUs (Inducement) | 8/14/2023 | 18,587 | $647,943 |
Vesting schedules:
- 2023 inducement RSUs vest in full on August 15, 2026, subject to continued employment; pro rata upon death/disability; full vesting upon qualifying double-trigger change-of-control termination .
- 2024 RSUs vest ratably over three years (company standard) .
- PSUs cliff-vest after the 3-year performance period (2024–2026) subject to FCF/ROIC performance and rTSR modifier .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025):
| Holder | Shares Beneficially Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| Sherri J. Baker | 2,101 | <1% | Includes 2,101 RSUs vesting within 60 days of Feb 28, 2025 . |
Outstanding equity awards (12/31/2024):
| Award | Shares/Units Outstanding | Market/Payout Value ($) |
|---|---|---|
| PSUs (2024–2026) | 9,552 target | $284,363 (target shown) |
| RSUs (2024–2026) | 6,368 | $189,575 |
| RSUs (2023–2025) | 18,587 | $553,335 |
| Stock Options | None for Baker | N/A |
Alignment policies:
- Stock ownership guidelines: Senior Vice President must hold 2x base salary; executives have met or are on-track; unvested RSUs/options/unearned PSUs do not count; retention of after-tax vested awards required until met .
- Insider trading policy prohibits short sales, pledging, margin purchases, and exchange-traded derivatives on company securities .
- Clawbacks: Dodd-Frank compliant mandatory clawback policy for executive officers; clawbacks embedded in cash/equity plans .
Employment Terms
| Term | Provision | Amounts/Details |
|---|---|---|
| Appointment & role | CFO effective Aug 14, 2023; principal financial officer designated | Age 51 at appointment . |
| Base salary & bonus target (offer) | Annual base $520,000; 2023 target bonus 65% of base (prorated) | Participates in Executive Severance Plan & Change-of-Control Plan . |
| Inducement RSU grant | Approx. $600,000 RSUs, fully vest 8/15/2026 (standard death/disability pro rata; double-trigger CoC full vest) | 18,587 RSUs at grant; value $647,943 . |
| Severance (no CoC) | Cash severance (12 months base), pro-rata target bonus, COBRA reimbursement, basic life insurance continuation | Baker: $533,000 cash; $345,800 pro-rata bonus; $23,250 benefits; total $902,050 . |
| Change-of-Control (double trigger) | Cash severance, pro-rata bonus, equity acceleration at target for PSUs, COBRA reimbursement | Baker: $2,198,625 cash; $345,800 bonus; $837,668 equity; $58,124 benefits; total $3,440,217 . |
| Death/Disability/Retirement benefits | Pro-rata bonus and prorated vesting for RSUs/PSUs; dividend equivalents paid at vest | Baker: equity acceleration $821,890; total value $3,424,439 (as of 12/31/2024) . |
| Perquisites | Relocation benefits with tax restoration; subject to repayment if departure within two years (cause/no good reason) | $58,139 (2023); $93,027 (2024) . |
| Deferred comp (Supplemental Plan) | Registrant contributions; vesting/service rules; balances disclosed | Baker: $35,763 registrant contributions; $35,763 aggregate balance . |
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are driven by Adjusted EBITDA (75%) and strategic objectives (25%); PSUs tied to FCF (70%) and ROIC (30%) with rTSR modifier improve linkage to value creation; 2024 strategic actions garnered maximum payout on the strategic component, though EBITDA was below target, moderating overall AIP payouts .
- Retention risk and selling pressure: Upcoming RSU vesting (inducement grant fully vesting Aug 15, 2026; 2024 RSUs ratably through 2026) and PSU settlement at end-2026 create predictable liquidity windows; insider policy bans hedging/pledging, reducing misalignment risk .
- Severance/change-of-control economics: Double-trigger CoC benefits for the CFO total $3.44 million with equity acceleration at target, which may incentivize stability during strategic transactions but can represent meaningful cost in an M&A scenario .
- Ownership alignment: Beneficial ownership is de minimis at 2,101 shares (<1%), but company guidelines require 2x salary and mandate retention of after-tax vested equity until met; management states executives are on-track to comply .
- Governance signals: Strong say-on-pay support (95.9% in 2023), independent compensation oversight (Semler Brossy), clawback policy, and bans on repricing, hedging, and pledging mitigate governance Red Flags .