Stephen Macadam
LOUISIANA-PACIFICAbout Stephen E. Macadam
Independent director of Louisiana-Pacific (LPX); age 64; director since 2019 with current term expiring at the 2026 Annual Meeting. Former CEO of EnPro Industries with deep operating and governance experience across industrials and building products. Education: B.S. Mechanical Engineering (University of Kentucky), M.S. Finance (Boston College), MBA (Harvard, Baker Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnPro Industries (NYSE: NPO) | Chief Executive Officer & President; later Vice Chairman (director through Feb 29, 2020) | CEO Apr 2008–Jul 2019; Vice Chair Aug 2019–Feb 2020 | Led public industrial manufacturer; governance and operational expertise |
| BlueLinx Holdings (NYSE: BXC) | Chief Executive Officer | Oct 2005–Mar 2008 | Building products wholesaler leadership experience |
| Consolidated Container Company | President & Chief Executive Officer | 2001–2005 | Plastic packaging operator leadership |
| Georgia-Pacific (formerly NYSE: GP) | Executive roles | Mar 1998–Aug 2001 | Building products and procurement experience |
| McKinsey & Company | Principal, led Charlotte office | 1988–1998 | Strategy/operations leadership in consulting |
External Roles
| Company | Role | Tenure | Committee roles |
|---|---|---|---|
| Sleep Number (NASDAQ: SNBR) | Director | Since Nov 2023 | Audit Committee Chair since Oct 2024 |
| Atmus Filtration Technologies (NYSE: ATMU) | Non-Executive Chairman | Since May 2023 | Board Chair |
| Veritiv (NYSE: VRTV) | Chair of the Board (prior) | 2020–Nov 2023 | Former Chair |
| Valvoline (NYSE: VVV) | Director (prior) | 2016–Jan 2023 | Former director |
Board Governance
- Independence: Board determined all current directors other than the CEO are independent; Macadam is independent under NYSE standards .
- LP committees: Compensation Committee (Chair); Audit Committee; Governance & Corporate Responsibility Committee; Executive Committee .
- Audit Committee Financial Expert: Board designated Macadam as an audit committee financial expert under SEC rules .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 4 times; Audit 6, Compensation 4, Governance 4; executive sessions scheduled each quarterly Board meeting .
- Overboarding limits: No director may serve on >4 other public company boards; policy overseen by Governance Committee .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging LP stock .
- Director ownership guidelines: 5x annual cash retainer within five years; as of Dec 31, 2024 all directors met the guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Macadam) | $115,000 | Reflects non-employee director retainer and committee chair retainer actually paid in 2024 |
| Non-employee director annual cash retainer (policy) | $100,000 | Effective May 10, 2024; previously $90,000 |
| Compensation Committee Chair retainer (policy) | $20,000 | Paid quarterly |
Performance Compensation
| Equity element | 2024 Detail | Vesting / Terms | Deferral |
|---|---|---|---|
| Annual RSU grant (policy) | $140,000 grant-date fair value | Generally vests on the earliest of one year from grant, death, disability, retirement, or change in control | Directors may defer RSU settlement into DSUs; Macadam elected to defer settlement of his 2024 RSUs |
| 2024 RSUs outstanding at 12/31/2024 | 1,561 RSUs per outside director (incl. 12 dividend equivalents) | 2024 grants scheduled to vest May 17, 2025 (Embree accelerated to May 8, 2025) | Dividend equivalents accrue as additional DSUs on deferrals |
No performance metrics apply to non-employee director equity; RSUs are time-based and intended to align directors with shareholders .
Other Directorships & Interlocks
- Current public boards: Sleep Number (SNBR) – Audit Chair; Atmus Filtration Technologies (ATMU) – Non-Executive Chair .
- Compensation Committee interlocks: None; no members were LP officers/employees in 2024 and no interlocking relationships disclosed .
Expertise & Qualifications
- Designated audit committee financial expert; extensive financial literacy and public company governance experience .
- Depth in industrials/building products manufacturing, distribution, procurement, and corporate governance; prior CEO of multiple companies .
- Education: B.S. Mechanical Engineering (Kentucky), M.S. Finance (Boston College), MBA (Harvard—Baker Scholar) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 34,812 shares | See beneficial ownership table (includes DSUs as noted) |
| Ownership as % of shares outstanding | <1% | Asterisk in proxy denotes less than 1% |
| DSUs included in beneficial ownership | 5,839 shares | DSUs issuable upon termination or change in control |
| RSUs held at 12/31/2024 | 1,561 RSUs | 2024 grant, vesting May 17, 2025 |
| Ownership guideline | 5x annual cash retainer | All directors met guidelines as of 12/31/2024 |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policy for directors |
Governance Assessment
-
Positives for investor confidence:
- Independent director; chairs LP’s Compensation Committee and is an SEC-designated audit committee financial expert, supporting strong oversight of pay and financial reporting .
- Solid engagement/attendance culture; Board and all committees met regularly; each director met the ≥75% attendance threshold in 2024; quarterly executive sessions bolster independent oversight .
- Pay alignment: Meaningful equity via time-based RSUs ($140k) plus modest cash retainers; ability to defer into DSUs and observed deferral by Macadam strengthen long-term alignment .
- No related-person transactions affecting independence disclosed for outside directors in 2024; independent compensation consultant (FW Cook) retained with no conflicts .
-
Potential watch items:
- External workload: Serves as non-executive chair (ATMU) and audit chair (SNBR); within LP’s overboarding policy but merits monitoring for bandwidth given committee leadership roles across boards .
Related Party/Conflicts Review
- Policy framework: Formal Related Party Transactions Policy with Audit Committee review/approval; conflicts policy requires disclosure and safeguards .
- 2024 outcome: No related-person transactions or proposed transactions requiring disclosure; no impacts to outside director independence reported .
Compensation Committee Oversight Notes
- Membership: Macadam (Chair) with independent members only, as required by NYSE; meets regularly with management as needed .
- Consultant: FW Cook engaged solely by the committee (and Governance Committee for director pay) and affirmed independent; <1% of firm revenues from LP; no other relationships .
- Responsibilities: Oversees executive pay design, peer group selection, equity plans, ownership guidelines, and clawback policy administration .