Lizanne Bruce
About Lizanne Bruce
Lizanne M. Bruce (formerly, Gottung) is an independent director of Sylvamo, serving since October 2021 and currently chairs the Management Development & Compensation Committee (MDCC). She spent 35 years at Kimberly‑Clark, most recently as Chief Human Resources Officer (2002–2017), and holds a B.S. in Business Administration from SUNY Albany. Age 67 as of April 5, 2024 (latest disclosed), and she operates her own consulting firm (Liz Gottung, LLC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly‑Clark | Chief Human Resources Officer; prior HR, manufacturing, strategy roles | CHRO 2002–2017; prior 1980s–2017 | Led global compensation/benefits, labor relations, talent, D&I, org strategy; senior leadership in manufacturing and supply chain |
| Liz Gottung, LLC | Principal & Consultant | 2017–present | Advises executives and boards on leadership, compensation, human capital |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Louisiana‑Pacific Corp. (LP Building Solutions) | Director | 2006–present | Chair, Governance & Corporate Responsibility; Vice‑Chair, Compensation Committee |
| Gartner CHRO Global Leadership Board | Member | Current | — |
| Women Corporate Directors (WCD) | Member, Compensation & Human Capital Steering Committee | Current | — |
| NACD | Member | Current | — |
| World 50, Inc. | Former Advisor | Former | — |
Board Governance
- Committee assignments: Chair, MDCC; Member, Nominating & Corporate Governance Committee. All MDCC members qualify as “independent” under NYSE’s compensation committee independence rules.
- Independence: Board determined all director nominees except the CEO are independent.
- Attendance and cadence: In 2024, Board met 5x; Audit 6x; MDCC 5x; Nominating & Corporate Governance 4x. Each incumbent director attended at least 75% of their aggregate Board and committee meetings. Independent directors held 4 executive sessions; Lead Independent Director presides.
- Overboarding/time commitment: Policy limits directors to 3 other public company boards (1 for sitting public‑company executives); audit committee members limited to 2 other audit committees; time commitment reviewed annually (adopted/amended 2025). Mandatory retirement age 75.
- Committee scope (MDCC): Oversees exec compensation, CEO evaluation and pay recommendation, compensation risk, human capital (culture, I&D), say‑on‑pay feedback, and senior management succession planning.
2024 Meetings (for context)
| Body | Meetings | Attendance Threshold |
|---|---|---|
| Board | 5 | Each incumbent director ≥75% aggregate attendance |
| Audit | 6 | — |
| MDCC | 5 | — |
| Nominating & Corporate Governance | 4 | — |
| Executive Sessions (independent directors) | 4 | Lead Independent Director presided |
Fixed Compensation (Non‑Employee Director)
- Program design: $225,000 annual retainer ($100,000 cash; $125,000 equity). Chair fees: Audit $25,000; MDCC $20,000; Nominating & Governance $15,000; Lead Independent Director $25,000. Directors may elect DSUs for cash/equity portions and may defer DSUs 5 or 10 years.
- 2024 grant mechanics: Equity valued using $70.28 closing price on May 15, 2024; RSUs vest at the May 15, 2025 annual meeting; DSUs settle after deferral or upon service end.
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | 120,000 | 120,000 | 120,000 |
| Stock awards ($) | 125,038 | 125,009 | 125,028 |
| Total ($) | 245,038 | 245,009 | 245,028 |
Fee schedule (current):
| Type of Fee | Annual Amount ($) |
|---|---|
| Board Cash Retainer | 100,000 |
| Board Equity Retainer | 125,000 |
| Audit Chair | 25,000 |
| MDCC Chair | 20,000 |
| Nominating & Governance Chair | 15,000 |
| Lead Independent Director | 25,000 |
Additional 2024 grant details:
- Grant valuation price: $70.28 (May 15, 2024 close).
- RSU vest date: May 15, 2025 (annual meeting).
- DSU deferral examples disclosed for selected directors (5‑ or 10‑year schedules).
Performance Compensation (Directors)
| Component | Performance Metrics | Structure |
|---|---|---|
| Director equity (RSUs/DSUs) | None for directors | RSUs time‑vest at next annual meeting; DSUs are deferred units settled in shares after elected period or upon service end |
No performance‑conditioned awards (e.g., PSUs) or options are disclosed for non‑employee directors.
Other Directorships & Interlocks
- Current public company boards: Louisiana‑Pacific Corp. (LP Building Solutions) – Chair, Governance & Corporate Responsibility; Vice‑Chair, Compensation.
- Interlocks: Company states no compensation committee interlocks in 2024; none of MDCC members (including Ms. Bruce) had relationships requiring disclosure under SEC related‑person rules.
- SLVM board independence: All nominees except the CEO are independent.
Expertise & Qualifications
- Core skills: Board/exec development; CEO and management succession; labor relations; human capital; supply chain; manufacturing leadership in large globals; compensation/benefits design; D&I; organizational strategy and deployment.
- Governance program features relevant to investors: Majority voting with resignation policy, defined Lead Independent Director role, executive sessions each regular Board meeting, clawback policy, and prohibitions on hedging/pledging.
Equity Ownership
| Measure | Value | As‑of |
|---|---|---|
| Beneficial ownership (shares) | 11,337 (includes 1,809 RSUs vesting within 60 days) | March 18, 2025 |
| % Outstanding | <1% | March 18, 2025 |
| RSUs/DSUs outstanding (aggregate) | 1,799 | Dec 31, 2024 |
| Ownership guideline | 5x annual cash retainer = $500,000 | Through May 2025 |
| Compliance status | All directors were in compliance | Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors, officers, employees | Governance summary |
Say‑on‑Pay & Shareholder Feedback
| Year | For (votes) | Against (votes) | Abstain (votes) | Broker Non‑Votes |
|---|---|---|---|---|
| 2023 | 30,364,452 | 603,944 | 65,370 | 3,837,564 |
| 2024 | 32,806,204 | 568,212 | 65,324 | 3,414,736 |
| 2025 | 31,766,811 | 1,668,194 | 89,455 | 4,407,898 |
- Outcome: Say‑on‑pay approved in 2023, 2024, and 2025, indicating sustained high support. Percent support can be inferred from the vote totals (e.g., ~95% For/(For+Against) in 2025; ~98% in 2024 and 2023).
Related‑Party Transactions and Compliance
- Related‑person transactions: During 2024, none of the MDCC members had relationships requiring disclosure under SEC related‑person transaction rules.
- Section 16(a) compliance: Company not aware of any late filings or failures to file by directors/executives.
- Clawback policy for misconduct/restatements is in place.
Governance Assessment
-
Strengths supporting investor confidence:
- Independent director with deep human capital, succession and manufacturing expertise; chairs MDCC with clear remit over CEO evaluation, succession planning and compensation risk.
- Consistent attendance culture (≥75% for all incumbents) and regular executive sessions; robust governance features (majority voting, hedging/pledging prohibitions, clawback).
- Transparent director pay program at BPG median with meaningful equity (56% of regular board fees) and strict ownership policy (5x cash retainer) with compliance.
- No compensation committee interlocks or related‑party exposures disclosed for MDCC members; no Section 16(a) delinquencies.
- Sustained shareholder support on say‑on‑pay (approved 2023–2025).
-
Potential watch items:
- Multi‑board service: She serves on LP Building Solutions board in significant governance/comp roles—SLVM’s overboarding policy (2025) provides a framework; current disclosed roles appear within limits.
- Ensure ongoing alignment of director equity via RSU/DSU mix and retention requirements as stock price evolves; continue monitoring compliance with $500,000 guideline (currently in compliance).
Bottom line: As MDCC Chair with CHRO lineage, Bruce is central to compensation design, CEO evaluation, and succession—key areas for governance quality. Disclosures show independence, disciplined pay structure, strong ownership alignment, and no related‑party or interlock concerns that would undermine investor confidence.