Form 4: Clearwater Paper Director Acquires Phantom Stock

Clearwater Paper Corp. Director Jeanne M. Hillman acquired 1,384.181 phantom stock units as part of her deferred compensation plan.

Summary

• Jeanne M. Hillman, a Director of Clearwater Paper Corp. (CLW), reported an acquisition of phantom stock units.
• The transaction occurred on January 1, 2026, with a deemed execution date of January 1, 2026.
• A total of 1,384.181 phantom stock units were acquired at a price of $17.7 per unit.
• These phantom stock units are credited to the reporting person's account under the Clearwater Paper Corporation Deferred Compensation Plan for Directors.
• The units will be converted to cash and paid on a 1-for-1 basis with the issuer's common stock.
• The phantom stock units represent deferred quarterly retainer meeting fees.
• The units become exercisable and expire on January 1, 2031, with payment on a date previously elected by the reporting person.
• Following this transaction, Jeanne M. Hillman beneficially owns 9,946.742 phantom stock units.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan, indicating continued alignment of interests and standard corporate governance practices, which is slightly positive.

Positives

• The acquisition of phantom stock units by a director demonstrates continued alignment of management and director interests with long-term shareholder value.
• The transaction is part of a structured deferred compensation plan, indicating a stable and predictable compensation mechanism for directors.

Future Outlook

The acquired phantom stock units are scheduled to be converted to cash and paid on January 1, 2031, or on a previously elected date, in accordance with the company's deferred compensation plan for directors.

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive a portion of their compensation in equity-linked instruments, such as phantom stock units, to align their financial interests with the long-term performance of the company and its shareholders. This is a standard mechanism for director compensation across various industries, including the paper and forest products sector.

Comparison to Industry Standards

• The use of phantom stock units as a component of director deferred compensation is a common practice among publicly traded companies, particularly in the paper and forest products industry, to align director interests with long-term shareholder value without immediate equity dilution.
• Companies like International Paper (IP) and Packaging Corporation of America (PKG) often utilize similar equity-based or phantom equity compensation structures for their non-employee directors, demonstrating this as a standard industry practice.

Related Party Transactions

• Acquisition of 1,384.181 phantom stock units by Director Jeanne M. Hillman from Clearwater Paper Corp. as part of the company's Deferred Compensation Plan for Directors, representing deferred quarterly retainer meeting fees.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's long-term performance, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The phantom stock units will be converted to cash and paid on January 1, 2031, or on a date previously elected by the reporting person.

Key Dates

Keywords

Clearwater Paper, CLW, Phantom Stock Units, Director Compensation, SEC Form 4, Insider Transaction, Deferred Compensation, Corporate Governance