Nicholas Grasberger

About F. Nicholas Grasberger III

Independent director of Louisiana‑Pacific (LPX) since 2019; age 61; current term expires in 2027. He serves as Chair of the Finance & Audit Committee and sits on the Executive and Governance & Corporate Responsibility Committees. Outside LP, he is Chairman and Chief Executive Officer of Enviri Corporation (NYSE: NVRI). He holds a B.S. in Business Administration and Finance from the University of Notre Dame and an MBA from the University of Pittsburgh (Katz) . The Board has determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments (2024 structure): Audit (Chair), Executive (Member), Governance (Member) .
• Audit Committee responsibilities include oversight of financial reporting integrity, enterprise risk management, and cybersecurity program oversight; LP designates him as an “audit committee financial expert” (SEC definition) .
• Meeting cadence and attendance: Board held 4 meetings in 2024; Audit 6; Compensation 4; Governance 4; Executive 0. Each then‑current director attended at least 75% of Board and applicable committee meetings; executive sessions of independent directors are scheduled each quarterly Board meeting .
• Independence: LP affirms all current directors other than the CEO are independent under NYSE and LP standards .
• Stock ownership guidelines for outside directors: 5× annual cash retainer within five years; all directors met guidelines as of 12/31/2024 .

Fixed Compensation

Notes: Non‑employee director fees are payable quarterly; directors may elect DSUs or cash deferral; cash deferrals earn interest tied to 30‑year U.S. Treasury rate; DSUs settle upon separation, change in control, or specified date .

Performance Compensation

As of 12/31/2024, each outside director held RSUs representing the right to receive 1,561 shares (including 12 dividend‑equivalent shares); these RSUs (other than for Ms. Embree) vest on May 17, 2025 .

Other Directorships & Interlocks

LP’s overboarding policy limits executives serving as directors at other companies; executives may serve on no more than one other public company board (excluding their employer). He appears within policy (serves on LP while being an executive at Enviri) .

Expertise & Qualifications

• Audit committee financial expert (SEC definition); extensive CFO/treasury background (Enviri, Armstrong, Kennametal, Heinz) .
• CEO and Chairman experience; global operations, risk management, manufacturing/logistics exposure .
• Strategic planning and financial literacy highlighted in LP’s skills matrix for him .

Equity Ownership

Fixed vs Equity Mix (2024 Director Compensation)

Related‑Party Exposure and Conflicts

• LP’s Related Party Transactions Policy requires Audit Committee review/approval of any transactions >$120,000 involving directors or related persons; the Audit Committee reported no related person transactions in 2024 requiring disclosure or affecting director independence .
• Anti‑hedging/anti‑pledging policy enhances alignment; directors are prohibited from short sales, options, swaps, collars, exchange funds, and pledging LP securities .
• Overboarding limits enforced; independence standards per NYSE and LP Corporate Governance Guidelines affirmed (he is independent) .

Say‑On‑Pay & Shareholder Feedback (context for governance sentiment)

• 2025 Annual Meeting (May 8, 2025): Say‑on‑Pay received 58,545,051 For; 1,575,056 Against; 133,233 Abstentions; director nominees (not including Mr. Grasberger, a continuing director) received strong support; Deloitte ratification passed (62,645,743 For; 1,446,340 Against; 42,935 Abstentions) .

Governance Assessment

• Strengths:

  • Independent, financially sophisticated Audit Chair with SEC‑defined financial expert status; direct oversight of enterprise risk and cybersecurity reporting enhances investor confidence .
  • High board independence; executive sessions each quarter; robust ownership guidelines met by all directors; anti‑hedging/pledging policy .
  • Transparent director pay structure (cash + time‑vested equity), with deferral options aligning taxation and long‑term ownership; DSUs accrue dividend equivalents only upon settlement .

• Watch items:

  • Dual Chairman/CEO responsibilities at Enviri raise time‑commitment considerations, though LP’s overboarding limits indicate compliance (one outside public board for executives) .
  • No individual attendance detail disclosed (Board states ≥75% for all); continue to monitor his committee attendance given Audit’s 6 meetings/year .

• No red flags identified for 2024:

  • No related person transactions; no hedging/pledging; strong say‑on‑pay results signal favorable shareholder sentiment .

Appendix: Committee Membership Snapshot (2024)

Appendix: Director Pay Policy (as of May 10, 2024)

• Cash: $100,000 annual retainer; Audit/Comp Chair $20,000; Governance Chair $15,000; Lead Independent Director $30,000 .
• Equity: $140,000 annual RSU grant; vests on earliest of 1 year, death/disability/retirement, or change of control; directors may defer RSU settlement into DSUs .
• Deferrals: Cash retainer may be deferred into a cash account (interest at 30‑year U.S. Treasury rate) or exchanged for DSUs; DSUs credited with dividend equivalents and settle upon separation, change of control, or elected date .