Lizanne Gottung
LOUISIANA-PACIFICAbout Lizanne C. Gottung
Lizanne C. Gottung, age 68, has served on Louisiana-Pacific Corporation’s (LP) Board since 2006 and is currently an independent director; she chairs the Governance and Corporate Responsibility Committee and serves on the Compensation and Executive Committees. She retired from Kimberly-Clark Corporation in 2017 as EVP–Senior Adviser to the CEO/Chairman, following 36 years in human resources, manufacturing, and operations, including serving as CHRO from 2002–2017; she holds a bachelor’s degree in Business Administration from SUNY Albany . She is also a director at Sylvamo Corporation and chairs its management development and compensation committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | EVP – Senior Adviser to the CEO/Chairman | 2017 | Senior advisory to CEO/Chairman on strategic HR and organizational matters |
| Kimberly-Clark Corporation | Senior Vice President & Chief Human Resources Officer (CHRO) | 2002–2017 | Led global human capital strategy, compensation/benefits, talent, D&I, org effectiveness, corporate health services |
| Kimberly-Clark Corporation | HR, manufacturing, operations roles | c. 1981–2002 | Progressively senior roles across HR and operations over 36 years before retirement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sylvamo Corporation (NYSE: SLVM) | Director; Chair, Management Development & Compensation Committee | Oct 2021–present | Oversees CEO/executive compensation and talent management at global paper producer |
| Gartner, Inc. CHRO Global Leadership Board | Member | Current | Executive HR leadership network participation |
| World 50, Inc. | Advisor (prior) | Prior service | Senior executive advisory forum |
Board Governance
- Independence: The Board determined Ms. Gottung has no material relationship with LP and is independent under NYSE standards .
- Committees: Chair, Governance and Corporate Responsibility Committee; Member, Compensation Committee and Executive Committee .
- Attendance and effectiveness: The Board met four times in 2024; all directors attended at least 75% of Board and applicable committee meetings; executive sessions are scheduled each quarterly Board meeting .
- Oversight scope: Governance Committee oversight includes director nominations, governance guidelines, board/committee evaluations, sustainability strategy, ethics and compliance, political activities, product quality, safety, environmental performance, and human resources practices .
- Lead Independent Director: Dustan E. McCoy serves as Lead Independent Director, providing counterbalance to combined Chair/CEO structure .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance & Corporate Responsibility | Chair | 4 |
| Compensation | Member | 4 |
| Executive | Member | 0 |
Fixed Compensation
- Structure: Non-employee directors receive an annual cash retainer and committee chair retainers; effective May 10, 2024, cash retainer increased to $100,000, with Governance Chair +$15,000; Lead Independent Director retainer increased to $30,000 (from $25,000); prior base retainer was $90,000 .
- 2024 actuals: Ms. Gottung received $110,000 in cash (base plus Governance Chair retainer) and $140,000 in RSUs, totaling $250,000 .
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Directors) | $100,000 (effective May 10, 2024) | Prior $90,000 before May 10, 2024 |
| Governance Chair Retainer | $15,000 | Paid quarterly |
| Audit Chair Retainer | $20,000 | Paid quarterly |
| Compensation Chair Retainer | $20,000 | Paid quarterly |
| Lead Independent Director Retainer | $30,000 | Prior $25,000 |
| 2024 Cash Paid – Gottung | $110,000 | Base + Governance Chair |
Performance Compensation
- Equity awards: Annual RSU grant to non-employee directors with a grant date fair value of $140,000 effective May 10, 2024 (prior $135,000), generally vesting in full on the earlier of one year from grant, death/disability/retirement, or change of control; forfeiture if director ceases service before restrictions lapse .
- 2024 holdings: Each outside director held RSUs representing the right to receive 1,561 shares at year-end 2024, including 12 dividend equivalents; vest date May 17, 2025 (accelerated to May 8, 2025 only for Ms. Embree) .
| Metric | 2024 Value | Vesting/Terms |
|---|---|---|
| RSU Grant – Fair Value | $140,000 | Annual grant effective May 10, 2024; time-based vesting; accelerated on change of control |
| RSUs Outstanding (shares) | 1,561 | Includes 12 dividend equivalent shares; vest May 17, 2025 (outside directors other than Ms. Embree) |
| Options | — | No director option awards disclosed |
| DSU Election | Not disclosed for Gottung | DSU program available; specific deferrals noted for other directors, not for Gottung |
Other Directorships & Interlocks
| Company | Role | Committee | Sector/Notes |
|---|---|---|---|
| Sylvamo Corporation (NYSE: SLVM) | Director | Chair, Management Development & Compensation Committee | Global producer of uncoated paper |
- Overboarding control: LP limits other public directorships (no more than four for non-executives; additional limits for executives), reviewed by Governance Committee .
Expertise & Qualifications
- Human capital leadership: Extensive experience leading compensation/benefits, talent management, D&I, org effectiveness, corporate health services in a global enterprise .
- Corporate governance: Governance Committee Chair with oversight of director selection, governance guidelines, board evaluations, ESG reporting, and ethics/compliance .
- Industry and operations: Manufacturing and operations background at Kimberly-Clark; public company board experience .
- Education: Bachelor’s in Business Administration, SUNY Albany .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lizanne C. Gottung | 16,948 | <1% | Beneficial ownership as of Mar 10, 2025; excludes RSUs not acquirable within 60 days |
| RSUs Held (Year-end 2024) | 1,561 | — | Director RSUs vest May 17, 2025; include 12 dividend equivalents |
- Stock ownership guidelines: Outside directors must hold LP shares equal to 5× annual cash retainer within five years; as of Dec 31, 2024, all directors met the guidelines .
- Hedging/pledging: Prohibited for directors; short sales, options, collars, swaps, and pledging are disallowed under LP’s Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; deep HR and governance expertise aligned with committee leadership; robust anti-hedging/anti-pledging and related party oversight; no related person transactions in 2024 affecting independence; compliance with director ownership guidelines .
- Compensation alignment: Mix skewed toward equity (2024: $110k cash vs $140k RSUs), reinforcing alignment; RSU vesting features include change-of-control acceleration typical for directors, with DSU deferral mechanisms available to enhance long-term alignment .
- Attendance/board process: Quarterly executive sessions and annual board/committee self-evaluations; all directors met at least 75% attendance, supporting board effectiveness .
- RED FLAGS: None disclosed related to hedging, pledging, related-party transactions, or attendance; overboarding mitigated by explicit limits and Governance Committee review .