Steve Bowden
About Steve Bowden
Steve M. Bowden, age 61, is Senior Vice President, Operations at Clearwater Paper and will transition to Senior Vice President, Commercial effective January 1, 2026 . He has led the pulp and paperboard operations since October 2018 and moved into enterprise operations leadership in 2025, with responsibilities tied to company AIP and LTIP metrics focused on Adjusted EBITDA, Free Cash Flow (FCF), ROIC, and relative TSR . Company performance under the 2022–2024 LTIP achieved maximum FCF ($248M) and ROIC (8.8%), with a -25% TSR modifier yielding a 175% PSU payout, evidencing strong cash discipline and capital efficiency amid industry downcycle conditions . In 2024, AIP company Adjusted EBITDA attainment was $212.6M vs $225M target (72.4% of target), strategic objectives paid at 200%, while the paperboard division EBITDA component did not hit threshold; Bowden’s AIP paid $248,400 vs $301,600 target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearwater Paper | SVP & GM, Pulp & Paperboard | Oct 2018–Dec 2024 | Led paperboard operations; foundational for 2024 business transformation (Augusta acquisition; CPD divestiture) |
| Clearwater Paper | SVP, Operations | Jan 2025–Dec 2025 | Enterprise operations leadership during cost reduction program and SBS downcycle |
| Multi-Color Corporation (after Constantia Flexibles acquisition) | President, North America Food & Beverage Division | Nov 2017–Sep 2018 | Commercial leadership, label solutions; relevant to future CLW Commercial role |
| Constantia Flexibles | North America Region VP – Labels | Sep 2016–Nov 2017 | Regional operations/commercial oversight |
| Quality Associates | President & COO | Mar 2013–Sep 2016 | Contract packaging operations leadership |
External Roles
- No public-company directorships or committee roles disclosed for Steve Bowden in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Salary ($) | $450,500 | $465,000 (target) |
| AIP Target ($) | $292,900 | $301,600 |
| LTIP Target ($) | $453,000 | $465,000 |
Notes:
- AIP and LTIP designs anchor to company Adjusted EBITDA, strategic objectives, division EBITDA (2014 structure), and PSUs on FCF/ROIC with rTSR modifier .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 (Bowden)
| Component | Weighting | Threshold | Target | Maximum | Actual/Attainment | Payout Impact |
|---|---|---|---|---|---|---|
| Company Adjusted EBITDA ($) | 45% | $180.0M | $225.0M | $270.0M | $212.6M (72.4% of target) | Below target scaling applied |
| Strategic Objectives | 25% | 0% | 100% | 200% | 200% (transformation achievements) | Max modifier (200%) |
| Division (PPD) Adjusted EBITDA ($) | 30% | $124.0M | $162.4M | $194.8M | Below threshold (no funding) | 0% |
| AIP Target vs Actual ($) | — | — | $301,600 | Cap 200% | $248,400 | Paid below target |
Long-Term Incentive Plan (PSUs) – 2022–2024 Payouts
| Metric | Weight | Threshold | Target | Maximum | Actual | Performance % | TSR Modifier | Final PSU Payout % |
|---|---|---|---|---|---|---|---|---|
| Free Cash Flow (FCF) | 70% | $171M | $201M | $232M | $248M | 200% | -25% vs S&P SmallCap 600 | 175% |
| Return on Invested Capital (ROIC) | 30% | 5.6% | 7.0% | 8.4% | 8.8% | 200% | -25% vs S&P SmallCap 600 | 175% |
PSU Design: Cliff vest at end of 3-year performance period; rTSR modifier ±25% vs S&P SmallCap 600; payout capped at 200% . Prior 2021–2023 PSU cycle paid 187.1% (max FCF/ROIC, -12.95% TSR modifier) .
Equity Grant & Vesting Schedules (select Bowden awards)
| Award | Grant | Units | Vesting |
|---|---|---|---|
| RSU (2024) | 2/26/2024 | 5,556 | 33%/33%/34% on ~Mar 15, 2025/2026/2027 |
| PSU (2024–2026 target) | 2/26/2024 | 8,333 | Performance vest 12/31/2026 (FCF/ROIC, rTSR) |
| RSU (2023) | 2/27/2023 | 4,871 | ~50%/~50% on Mar 15, 2024/2025 |
| RSU (2022) | 2022 | 5,638 | 100% on ~Mar 15, 2025 |
Equity Ownership & Alignment
| Metric | Feb 29, 2024 | Feb 28, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 52,989 | 67,489 |
| % of Shares Outstanding | ~0.32% (52,989 / 16,559,755) | ~0.42% (67,489 / 16,239,929) |
| RSUs vesting within 60 days | 4,803 | 5,357 |
| Options (exercisable/unexercisable) | None disclosed for Bowden | None disclosed for Bowden |
| Ownership guidelines (SVP: 2x base salary) | Executives met/on track | Executives met/on track |
| Hedging/pledging policy | Prohibited | Prohibited |
Additional alignment signals:
- Adopted Rule 10b5-1 plan (Aug 29, 2025) to sell up to 8,889 shares; expires Dec 31, 2025 .
- Company buyback authorization $100M (Oct 31, 2024) continuing in 2025; not directly repurchasing from insiders .
Employment Terms
| Scenario | Cash Severance | Pro-Rata Bonus | Equity Acceleration | Benefits Continuation | Notes |
|---|---|---|---|---|---|
| Termination without cause/good reason (non-CoC) | $465,000 | $301,600 (target, prorated) | None (absent death/disability/retirement) | $41,530 | Executive Severance Plan; AIP based on actual performance |
| Change of Control + qualifying termination (double trigger) | $1,918,125 | $301,600 (prorated at target) | $547,292 (RSUs; PSUs at target, prorated) | $103,824 | 2.5x base plus 2.5x base×target% structure; no tax gross-ups; double-trigger equity vesting |
| Death/Disability (as of 12/31/2024) | — | $301,600 (prorated) | $533,508 | $103,824 | RSUs prorated at next vest; PSUs prorated at period end |
Policy framework:
- Clawback policy adopted in compliance with Dodd-Frank .
- No repricing of underwater awards, no single-trigger vesting, no excise tax gross-ups .
Say-on-Pay & Compensation Committee
- Say-on-pay approval over 95% in 2023; continued majority support in 2024 with >95% votes cast in favor .
- Independent committee and consultant (Semler Brossy); performance-based pay mix with caps; risk assessments conducted annually .
Investment Implications
- Alignment: High weighting to FCF and ROIC in PSUs and strategic AIP component incentivizes cash generation and capital efficiency; strong 2022–2024 LTIP payout at 175% confirms execution against these levers .
- Near-term selling pressure: Bowden’s 10b5-1 selling plan (up to 8,889 shares by year-end 2025) could add modest insider supply; note ongoing company buyback that may offset in the market .
- Retention risk: Standard severance (12 months base, prorated bonus) and competitive CoC economics (double-trigger, 2.5x framework) suggest balanced retention/market competitiveness; absence of tax gross-ups and no single-trigger vesting is shareholder-friendly .
- Execution/segment risk: 2024 PPD division EBITDA missed threshold, tempering Bowden’s AIP despite strong strategic outcomes; monitor paperboard pricing and utilization recovery relative to 2026 guidance and cost-reduction delivery .