Neenah Annual Report 2020

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FY2020 Annual Report · Neenah

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F I N A N C I A L HIGHLIGHTS

Earnings per Diluted Common Share

Adjusted Earnings from Continuing Operations

$3.50

$3.47

$2.46

Weighted-Average Shares Outstanding (in thousands)

16,968

16,906

16,834

Continuing Operations

(Dollar in millions, except share data)

Consolidated Statement of Operations Data

Net Sales

Adjusted EBIT

% ROS

Consolidated Balance Sheet Data

Total Assets

Total Stockholders’ Equity

Total Debt

Cash and Cash Equivalents

Debt to Adjusted EBITDA

Debt to Capital

Other Financial Data

Net Cash Flow Provided by (used for):

Operating Activities

Capital Expenditures

Free Cash Flow

Stock Price Year-End

Cash Dividend

GAAP Reconciliation

(Dollars in millions, except share data)

Net Income (Loss)

Loss from Discontinued Operations

Income (Loss) from Continuing Operations

Provision (Benefit) for Income Taxes

Interest Expense, Net

EBIT (Operating Income (Loss))

Asset Restructuring and Impairment Costs

Other Restructuring and Non-routine Costs

COVID-19 Costs

Adjusted EBIT

Depreciation & Amortization

Amortization Equity-Based Compensation

Adjusted EBITDA

Year End December 31,

2018

2019

2020

Net Sales by Business

$1,034.9

$938.5

$792.6

$84.8

8.2%

$83.1

8.9%

$64.4

8.1%

$1,034.9
$5.9

$445.8

$938.5

$396.9

$792.6

$283.7

$583.2

$541.6

$508.9

2018

2019

2020

Technical
Products

Fine Paper
& Packaging

29MAR202110161595

Other

..................................................

Adjusted EBIT
(In millions of U.S. dollars)

$84.8

$83.1

$64.4

2018

2019

2020

Adjusted EBIT

24MAR202114250632
% of Sales

..................................................

Adjusted Earnings
Per Share

$861.2

$827.8

$390.2

$406.3

$239.1

$200.8

$9.9

1.9x

38%

$9.0

1.6x

33%

$806.6

$367.6

$194.4

$37.1

1.9x

35%

$92.7

$97.6

(38.1)

(21.4)

$54.6

$76.2

$93.4

(18.9)

$74.5

$58.92

$70.43

$55.32

$1.64

$1.80

$1.88

Year End December 31,

2018

2019

2020

$36.4

$55.4

$(15.8)

0.8

37.2

3.9

13.0

54.1

31.1

(0.4)

—

84.8

35.0

4.0

—

55.4

11.1

11.8

78.3

4.7

0.1

—

83.1

33.8

5.6

—

(15.8)

(2.9)

12.6

(6.1)

57.8

9.2

3.5

64.4

32.5

4.2

$123.8

$122.5

$101.1

$3.50

$3.47

Diluted Earnings (Loss) per Share

$2.17

$3.26

$(0.96)

$2.46

Asset Restructuring and Impairment Costs

Other Restructuring and Non-routine Costs

COVID-19 Costs

Tax Adjustments

1.37

(0.05)

—

0.01

0.21

—

2.64

0.40

0.16

0.22

Adjusted Diluted Earnings per Share

$3.50

$3.47

$2.46

2018

2019

2020
24MAR202120325097

TECHNICAL PRODUCTS

Neenah is a leading producer of Technical Products,
using various substrates to produce specialized
materials that employ saturation, coating and other
function-enhancing processes to deliver specified
performance to customers.

Our products include filtration, digital image transfer,
tape, dye sublimation papers, abrasive backings, labels
and other specialized products. Specific end uses
include transportation and water filtration, industrial

applications, medical packaging, signage and many
others.

The Technical Products group serves over 1,000
customers worldwide through manufacturing facilities in
the U.S., Germany, the Netherlands, and the U.K.,
supported by R&D efforts focused on developing new
products that will deliver the performance our
customers require and drive our growth.

OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS:

(cid:129)

providing essential filtration capabilities for transportation, water and other
uses

enabling superior performance in products for industrial applications, such
as tapes, abrasives and digital image transfer

meeting specialized needs for strength, durability resistance to water and
contamination in products as diverse as medical packaging and labels

FILTRATION

High-performance filtration media for transportation, industrial, water and other markets

PERFORMANCE MATERIALS

Saturated and coated products for a variety of end markets, including digital transfers, backings for specialty
abrasives and tapes, labels, durable printing and medical applications

3MAR202112214847

9MAR202104282328

FINE PAPER & PACKAGING

Neenah is the market leader in North America in the
creation and manufacturing of premium paper,
packaging and sustainable solutions. The Neenah Fine
Paper and Packaging portfolio includes recognizable
and distinguished brands like CLASSIC(cid:2),
ENVIRONMENT(cid:2), ROYAL SUNDANCE(cid:2), IMAGEMAX(cid:2),
ASTROBRIGHTS(cid:2) and Southworth(cid:2). With U.S.
manufacturing facilities specializing in color, texture and
specialty features, there is an endless combination of
paper, packaging, and consumer products like planners,
journals and teacher tools available.

Neenah Premium Packaging provides unique, sustainable
and custom solutions for many of the world’s leading
brands in beauty and wellness; wine, spirits and craft
beer; and retail. Our offering includes materials for box
wrap, gift cards, hangtags, labels, folding board, in-store
signs and wallcovering. We provide captivating colors and
textures, customized for brands or ready-made, as well as
high-performance products and world class customer
service.

OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE & DESIGN
MATTERS:

(cid:129)

high-end marketing and advertising collateral and business identity systems

upscale packaging solutions for high value items in small packages,
focused on beauty and wellness, alcohol; consumer electronics and retail
markets

brightly colored and fine papers for home, school or business; beautifully
designed planners and journals

(cid:129)

sustainable solutions that offer alternatives to plastic

GRAPHIC IMAGING

Unique colors, textures and finishes for identity systems, invitations, crafting, advertising and marketing collateral, and
envelopes

PREMIUM PACKAGING

Image-enhancing colors and textures and sustainable solutions for premium folding board, box wrap, bags, hang
tags, labels, signs and wallcovering for beauty and wellness, wine, spirits, craft beers, consumer electronics and retail

23MAR202101444417

23MAR202123275559

Neenah, Inc. 2020 Annual Report

INC

NOTICE OF 2021
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT

10MAR202112520497

TO OUR STOCKHOLDERS

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2021 Annual Meeting of Stockholders of
Neenah, Inc. to be held on Thursday, May 20, 2021 at 3:00 p.m., Eastern Daylight. Due to the ongoing public health impact of the
coronavirus pandemic (COVID-19) and to support the health and well-being of our stockholders, employees and their families, the
2021 Annual Meeting will be held virtually via live webcast. Additional information regarding the 2021 Annual Meeting may be found in
the attached Proxy Statement.

Looking back on 2020 and the unprecedented impact of the COVID-19 pandemic, I am pleased with how Neenah demonstrated its
resiliency. We saw how we can be decisive, act quickly and be creative, build new relationships with customers, and leverage our
technology in new ways. This is a credit to our employees, whose health and safety are always our top priority.

We also aggressively managed costs and working capital, generating near record cash flow and ending the year with over $175 million
of available liquidity. While protecting our employees and maintaining our strong financial position were top priorities for 2020, our
teams also accomplished a number of other initiatives that will make us stronger in the years to come.

Some of these included:

•

Updating our vision and strategy, providing clear direction and focus for our organization on key drivers that will add significant
value and support growth in our four targeted platforms

Implementing a new operating system, employing LEAN principles and methodologies at our two largest plants, helping to
drive safety and cost improvements

Reinvigorating our innovation efforts and launching a number of new products, including the development of high-performance
media for face masks, alternatives to plastic signage and packaging, new teacher tools, journals and planners, and
environmentally friendly dissolvable labels

Publishing a Corporate Sustainability Report, highlighting the meaningful progress made over the past five years in reducing our
carbon footprint, building a more diverse and inclusive workplace, and maintaining sound governance practices

Maintaining a disciplined and active M&A pipeline, leading to the April 2021 acquisition of ITASA, a leading global specialty
coatings company

With these actions, we continued on our path to become a leading global specialty materials company known for its ability to create
sustainable value for stakeholders, its dedication to providing a safe and healthy workplace for employees, and as a responsible and
engaged steward of the environment and communities in which we operate.

The formal business to be transacted at the 2021 Annual Meeting includes:

•
•
•

Election of the two nominees detailed in this Proxy Statement as Class II directors for a three-year term;

Approval of an advisory vote on the Company’s executive compensation; and

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2021.

At the meeting, we will provide a brief report on our results and strategies. Our directors and executive officers, as well as
representatives from Deloitte & Touche LLP, will be in attendance to answer any questions. Regardless of whether you choose to
participate or not, please either vote electronically, by telephone, or follow the procedures for requesting written copies of the proxy
materials described in the attached Proxy Statement and return the proxy card at your earliest convenience. This will assure your
shares will be represented and voted at the 2021 Annual Meeting.

I have seen a lot in my first year as Chief Executive Officer at Neenah—how talented and passionate our employees are, how
creative and responsive they can be, the deep and strong relationships we have with our customers, and the support we have from
our shareholders. Looking ahead, I couldn’t be more excited. With Neenah’s talented leadership team and outstanding employees, our
strong financial position, catalysts in place to drive value, and clear strategies to enable future growth, I look forward to updating you
on our progress in the years ahead.

I’d also like to thank our Board of Directors for their continued direction and support and recognize Steve Wood, who will be stepping
down this year after more than 15 years of outstanding service. On behalf of our Board of Directors, thank you for your support and
trust.

Sincerely,

9MAR202116551998

Julie A. Schertell
President and Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

13MAR202021131661

Meeting Date:
May 20, 2021

13MAR202021133100

Meeting Place:
www.virtualshareholdermeeting.com/
NP2021

Matters that will be voted upon:

Meeting Time:
3:00pm (Eastern Daylight Time)

Record Date:
March 26, 2021

13MAR202020122702

13MAR202021135593

A proposal to elect the two nominees named as Class II directors in the attached Proxy Statement to serve until the 2024 Annual
Meeting of Stockholders;

A proposal to approve, on an advisory basis, the Company’s executive compensation;

A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of
Neenah, Inc. for the fiscal year ending December 31, 2021; and

Such other business as properly may come before the Annual Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

NOTICE HEREBY IS GIVEN that the 2021 Annual Meeting of Stockholders of Neenah, Inc. will be held virtually via live webcast on
Thursday, May 20, 2021 at 3:00 p.m., Eastern Daylight. Information relating to the above matters is set forth in the attached Proxy
Statement. Stockholders of record at the close of business on March 26, 2021 are entitled to receive notice of and to vote during
the live webcast and any adjournments thereof. Stockholders can attend the virtual meeting by visiting
www.virtualshareholdermeeting.com/NP2021
able to vote their shares electronically and submit questions during the meeting. Whether or not you plan to attend the virtual
meeting, all stockholders are encouraged to vote in advance by using one of the methods described in the attached Proxy
Statement.

and using the 16-digit control number found on their proxy card. Stockholders will be

This Proxy Statement and the 2020 Annual Report to Stockholders are available on our Investor Relations webpage at:
.
www.neenah.com

By order of the Board of Directors.

29MAR201913330548

Noah S. Benz
Executive Vice President, General Counsel and Secretary

Alpharetta, Georgia
April 9, 2021

PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN VOTE ELECTRONICALLY, BY TELEPHONE, OR REQUEST PRINTED
PROXY MATERIALS AND PROMPTLY COMPLETE, EXECUTE, AND RETURN THE PROXY CARD INCLUDED WITH THE PROXY
MATERIALS IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

Neenah, Inc.

2021 Proxy Statement | 1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Director Skills Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Meetings and Committees of The Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additional Executive Compensation Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AUDIT RELATED MATTERS

Audit Committee Report

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Independent Registered Public Accounting Firm Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Policy on Audit Committee Pre-approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ITEMS TO BE VOTED UPON

Election of Directors (Item 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advisory Vote on Executive Compensation (Item 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 3) . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER INFORMATION

FAQ: Annual Meeting and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Stockholders’ Proposals for 2022 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Householding of Notice of Internet Availability of Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Neenah, Inc.

2021 Proxy Statement | 2

PROXY STATEMENT SUMMARY

Our Board of Directors is soliciting proxies from our
stockholders in connection with Neenah’s Annual Meeting of
Stockholders. When used in this Proxy Statement, the terms
‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘the Company,’’ and ‘‘Neenah’’ refer to
Neenah, Inc. and its consolidated subsidiaries. The approximate
date on which this Proxy Statement is being filed and notice is
being sent or given to stockholders of record is April 9, 2021.

This summary highlights information contained in the Proxy
Statement. It does not include all of the information that you
should consider prior to voting and we encourage you to read
the entire document prior to voting.

For more complete information regarding Neenah’s financial
performance, please review the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING
MATTERS AT THE 2021 ANNUAL MEETING:

Description

Item

Board Recommendation

Page

Election of Directors
The Board and the Nominating and Corporate Governance
Committee believe that the two Class II Director nominees
possess the necessary qualifications, attributes, skills and
experiences to provide quality advice and counsel to the
Company’s management and effectively oversee the
business and the long-term interests of stockholders.

13MAR202021122167

Advisory Vote to Approve Executive Compensation
The Company seeks a non-binding advisory vote to
approve the compensation of its named executive officers
as described in the Compensation Discussion and Analysis
section beginning on page 18 and the Executive
Compensation Tables section beginning on page 33. The
Board values stockholders’ opinions, and the Compensation
Committee will take into account the outcome of the
advisory vote when considering future executive
compensation decisions.

13MAR202021112118

FOR Each
Director Nominee

FOR

Ratification of the Appointment of Deloitte & Touche, LLP,
as Independent Auditors
The Audit Committee and the Board believe that the
retention of Deloitte & Touche, LLP, to serve as the
Independent Auditors for the fiscal year ending
December 31, 2021 is in the best interest of the Company
and its stockholders. As a matter of good corporate
governance, stockholders are being asked to ratify the
Audit Committee’s selection of the Independent Auditors.

13MAR202021134422

FOR

Neenah, Inc.

2021 Proxy Statement | 3

BOARD OF DIRECTORS

CLASS II DIRECTORS

– NOMINATED FOR RE-ELECTION:

9MAR202116501083

9MAR202116492315

Margaret S. Dano

Margaret S. Dano is the former Chairman of the Board for
Superior Industries International, Inc., a leading manufacturer
of aluminum road wheels for use in the automobile and light
truck industry. Ms. Dano was appointed as Chairman of the
Board in 2014 and served as a director for Superior from 2007
to 2017. In addition, Ms. Dano currently serves as a director of
Douglas Dynamics, Inc., a manufacturer of snow and ice
control equipment for the global light truck market, a position
she has held since 2012, where she chairs the Governance
Committee and serves on both the Compensation and Audit
Committees. From 2002 to 2005, Ms. Dano served as Vice
President, Worldwide Integrated Supply Chain and Operations
for Honeywell Corporation. Prior to that, she served as Vice
President, Worldwide Supply Chain Office Products & GM
Printer Papers for Avery Dennison Corporation from 1999 to
2002 and Vice President of Corporate Manufacturing &
Engineering from 1996 to 1999. Ms. Dano received a BS in
mechanical engineering from Kettering University (formerly the
General Motors Institute). Ms. Dano has served as a director of
Neenah since 2015. Ms. Dano’s senior executive experience in
global manufacturing and supply chain and her public board
experience and leadership with manufacturing companies make
her an effective member of Neenah’s Board.

Donna M. Costello

Donna M. Costello was the Chief Financial Officer of C&D
Technologies from 2016 until early 2020. Previously,
Ms. Costello served as Chief Financial Officer of Sequa
Corporation, a $1.5 billion global manufacturer and service
provider in the Industrial and Aerospace markets, from 2008 to
2015. Prior to being promoted to Chief Financial Officer in
2008, Ms. Costello served as Vice President and Controller of
Sequa Corporation, which was a publicly traded company until
its acquisition by The Carlyle Group in 2007. From 2002 to
2005, Ms. Costello served as Vice President and Controller of
Chromalloy Gas Turbine, Sequa’s largest subsidiary.
Ms. Costello began her career in 1995 as an auditor for Arthur
Andersen and advanced through a series of assignments to
become a senior audit manager in 1999. Ms. Costello currently
serves as a director of CTS Corporation, a manufacturer of
sensors, actuators, and electronic components for the
aerospace/defense, industrial, medical, telecommunications/IT,
and transportation markets, a position she has held since
2021, where she serves on both the Compensation and Audit
Committees. Ms. Costello received her BBA and MBA from Iona
College. Ms. Costello is a certified public accountant and a
member of both the American Institute of Certified Public
Accountants and the New York State Society of Certified
Public Accountants. Ms. Costello is also a member of the
Henry Crown Fellowship Program of the Aspen Institute.
Ms. Costello has served as a director of Neenah since 2019.

Age
61

Race/Ethnicity
White/Non-Hispanic

Director Since
2015

Committees
Nominating and Corporate
Governance Committee
Compensation Committee

Public Directorship
Experience
Superior Industries
International, Inc.
Douglas Dynamics, Inc.

Independent
Yes

Age
48

Race/Ethnicity
White/Non-Hispanic

Director Since
2019

Committees
Audit Committee

Public Directorship
Experience
CTS Corporation

Independent
Yes

Neenah, Inc.

2021 Proxy Statement | 4

CLASS III DIRECTORS

– TERM EXPIRING AT THE 2022 ANNUAL MEETING:

Timothy S. Lucas

Timothy S. Lucas was an independent financial reporting
consultant with Lucas Financial Reporting from 2002 until
retiring in December 2017. From 1988 to 2002, Mr. Lucas
worked at the Financial Accounting Standards Board (‘‘FASB’’),
where he was the Director of Research and Technical Activities,
and Chairman of the FASB’s Emerging Issues Task Force.
Mr. Lucas has served as a director of Neenah since 2004.
Mr. Lucas received his BA in Economics and BS in Accounting
from Rice University and his Master of Accounting from the
Jesse H. Jones Graduate School, Rice University. Mr. Lucas’
experience at FASB, consulting experience, and educational
background make him an effective member of Neenah’s Board.

Age
74

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee
Compensation Committee

9MAR202116514055

9MAR202116515756

Tony R. Thene

Tony R. Thene currently serves as director and Chief Executive
Officer of Carpenter Technology Corporation, a leader in
specialty alloy based materials and process solutions.
Mr. Thene began his career at Carpenter in 2013 as Chief
Financial Officer and has served as a director since 2015. Prior
to joining Carpenter, Mr. Thene served as Chief Financial
Officer of the Engineered Products and Solutions Business
Group at Alcoa, Inc. from 2010 until 2013. Previously, he
served as Vice President, Controller and Chief Accounting
Officer of Alcoa. He also previously held various other
positions during his 23-year career at Alcoa, including Director,
Investor Relations; Chief Financial Officer for the Flat Rolled
Products Group; Chief Financial Officer for Alcoa World
Alumina and Chemicals; and manufacturing manager for the
Alumina Chemicals business. Mr. Thene received his BS in
Accounting from Indiana State University and his MBA from the
Weatherhead School of Management at Case Western Reserve
University. Mr. Thene has served as a director of Neenah since
2019. Mr. Thene’s educational background, financial expertise,
and extensive experience in the specialty materials industry
make him an effective member of Neenah’s Board.

Public Directorship
Experience
N/A

Independent
Yes

Age
60

Race/Ethnicity
White/Non-Hispanic

Director Since
2019

Committees
Nominating and Corporate
Governance Committee
Compensation Committee

Public Directorship
Experience
Carpenter Technology
Corporation

Independent
Yes

Neenah, Inc.

2021 Proxy Statement | 5

CLASS I DIRECTORS

– TERM EXPIRING AT THE 2023 ANNUAL MEETING:

9MAR202116521490

William M. Cook

William M. Cook is the retired Executive Chairman (2015-2016)
of Donaldson Company Inc., a technology-driven global
company that manufacturers filtration systems to remove
contaminants from air and liquids. Mr. Cook is also the former
Chairman (2005-2015), President and Chief Executive Officer
(2004-2015) of Donaldson. Prior to that, Mr. Cook held various
roles at Donaldson of increasing responsibility, including
service as Senior Vice President, International (2000-2004);
Chief Financial Officer (2001-2004); and Senior Vice President,
Commercial and Industrial (1994-2000). Mr. Cook is also
currently a Director of IDEX Corporation (where he serves as
Lead Director and also on the Audit Committee) and was a
director of Valspar Corporation (where he served on the Audit
Committee) from 2010 to 2017. Mr. Cook brings to the Neenah
Board his filtration industry and operations experience and
financial expertise for the past 35 years at Donaldson where
he held a wide range of financial and business positions with
global responsibilities. Mr. Cook is an experienced public
company Board member having served on the Donaldson
Board from 2004-2016 and as an independent director for
IDEX and Valspar. Mr. Cook also has valuable Board experience
from his past service to various private and charitable
organizations. Mr. Cook has served as a director of Neenah
since 2016. Mr. Cook holds a BS degree in Business
Management and an MBA degree from Virginia Tech. Mr. Cook’s
educational background, financial expertise, and extensive
experience in the filtration industry make him an effective
member of Neenah’s Board.

Age
67

Race/Ethnicity
White/Non-Hispanic

Director Since
2016

Committees
Audit Committee

Public Directorship
Experience
Donaldson Company Inc.
IDEX Corporation
Valspar Corporation

Independent
Yes

Neenah, Inc.

2021 Proxy Statement | 6

Philip C. Moore

Philip C. Moore retired as Senior Vice President, Deputy
General Counsel and Corporate Secretary of TD Bank Group,
Toronto, Canada on December 31, 2016. Mr. Moore joined
TD Bank Group in May 2013, prior to which he had been a
partner at McCarthy T´etrault LLP, Canada’s national law firm
where he practiced corporate and securities law in Toronto and
Sydney, Australia, with particular emphasis on corporate
governance, finance, mergers and acquisitions, and other
business law issues. He has been involved in many corporate
mergers, acquisitions, dispositions, and reorganizations, as well
as capital markets transactions in a variety of industries and
geographies. Mr. Moore has extensive experience in corporate
transactions involving the pulp and paper industries. Mr. Moore
has been awarded the designation ‘‘Chartered Director’’ from
the Directors College, Canada’s leading director education
program run by McMaster University and the Conference Board
of Canada. He has advised on the design and implementation
of numerous executive compensation plans, as well as on
executive compensation governance matters. From 1994 until
2000, he was a director of Imax Corporation and is currently a
director of a number of private corporations. Mr. Moore has
served as a director of Neenah since 2004. Mr. Moore received
his BA from McMaster University and his LLB from Queen’s
University. Mr. Moore’s educational background and extensive
experience in corporate governance and business law make
him an effective member of Neenah’s Board.

Julie A. Schertell

Julie A. Schertell is President and Chief Executive Officer of
the Company. Ms. Schertell has been in this role since May
2020. Prior to this, Ms. Schertell was Chief Operating Officer
from January 2020 to May 2020, President of Technical
Products from September 2018 to December 2019, and
President of Fine Paper & Packaging from January 2011 to
September 2018. Ms. Schertell joined the Company in 2008
and served as Vice President of Sales and Marketing for the
Fine Paper division through December 2010. Ms. Schertell was
employed by Georgia-Pacific Corporation in the Consumer
Products Retail division, where she served as Vice President of
Sales Strategy from 2007 to 2008, and as Vice President of
Customer Solutions from 2003 through 2007. Ms. Schertell has
served as a director of Neenah since February 2020.
Ms. Schertell’s extensive experience in the paper and
consumer products industries, and leadership positions in the
Company make her an effective member of Neenah’s Board.

Age
67

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee
Nominating and Corporate
Governance Committee

Public Directorship
Experience
Imax Corporation

Independent
Yes

Age
51

Race/Ethnicity
White/Non-Hispanic

Director Since
2020

Committees
N/A

Public Directorship
Experience
N/A

Independent
No

9MAR202116505114

9MAR202116494966

Neenah, Inc.

2021 Proxy Statement | 7

DIRECTORS RETIRING EFFECTIVE AS OF THE 2021 ANNUAL MEETING:

9MAR202116511457

Stephen M. Wood, Ph.D.

Stephen M. Wood, Ph.D. is an Operating Partner with Snow
Phipps Group LLC, an internationally diversified investment
company. Prior to this he served as Chairman of the Board for
FiberVisions Corporation which is a leading global manufacturer
of synthetic fibers for consumer products, construction, and
industrial applications. Dr. Wood was President and Chief
Executive Officer of FiberVisions from 2006 to 2012. Dr. Wood
was also Chairman of the Board of ESFV, a global joint Venture
with JNC Corporation, a leading Japanese Chemical Company.
From 2001 to 2004, Dr. Wood served as President and Chief
Executive Officer of Kraton Polymers, a specialties chemical
company, and Chairman and Representative Director of JSR
Kraton Elastomers, a Japanese joint venture company. Prior to
this Dr. Wood was President of the Global Elastomers business
of Shell Chemicals, Ltd., and a Vice President of that company.
Dr. Wood was also elected International President of the
International Institute of Synthetic Rubber Producers. Dr. Wood
has a BSc in Chemistry and a Ph.D. in Chemical Engineering
from Nottingham University, United Kingdom and is a graduate
of the Institute of Chemical Engineers and a Fellow of the
Institute of Directors. Dr. Wood has served as a director of
Neenah since 2004. Dr. Wood’s experience as the senior
executive of global chemical manufacturing companies, his
international and previous board experience, and his
educational background make him an effective member of
Neenah’s Board.

Age
74

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee
Compensation Committee

Public Directorship
Experience
N/A

Independent
Yes

Neenah, Inc.

2021 Proxy Statement | 8

DIRECTOR SKILLS SUMMARY

Our Board of Directors possesses diverse experience and perspectives in various
areas critical to our business. The Board’s collective knowledge ensures
appropriate management and risk oversight and supports our goal of creating
long-term sustainable stockholder value.

Senior Executive/Strategic Leadership: Experience in overseeing,
developing, and/or implementing business strategy for a publicly
listed company or complex organization.

Manufacturing/Supply Chain: Experience in manufacturing and/or
supply chain management.

International: Experience in international business management
or transactions.

Capital/Asset Allocation: Experience in assessing and/or
implementing capital and/ or asset allocation decisions.

Talent Management & Executive Compensation: Experience in
human resources, leadership development, talent management,
and/or executive compensation issues.

Audit/Accounting/Financial Statements: Experience preparing,
auditing, analyzing, or evaluating financial statements for a
complex business.

Capital Markets/Investor Relations: Capital markets experience;
experience relevant to institutional investor expectations.

Legal/Regulatory/Risk Management: Experience in the
management or oversight of legal, compliance and regulatory
affairs, and of risk management.

Other Board Experience: Experience as a director of a publicly
listed company or other complex organization.

13MAR202021123732

13MAR202021130101

13MAR202021124994

13MAR202021120956

13MAR202021140768

16MAR202012454251

16MAR202012455408

16MAR202012460336

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Neenah, Inc.

2021 Proxy Statement | 9

MEETINGS / COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings
of the full Board and through committees of the Board,
consisting of an Audit Committee, a Compensation Committee
and a Nominating and Corporate Governance Committee, which
we refer to as the Nominating Committee. The Board of
Directors held four regularly scheduled meetings and one
specially-called meeting in 2020. The directors also participated
in additional ad hoc discussions on a variety of matters
throughout the year. The Company’s Corporate Governance
Policies provide that all directors are expected to regularly
attend and participate in Board and Committee meetings and
encourage the directors to attend the Company’s Annual

Meeting. In 2020, our directors attended 100% of the regularly
scheduled and specially scheduled meetings of the Board and of
the committees of which he or she is a member. All of the
Company’s directors were in attendance at the 2020 Annual
Meeting. The 2020 Annual Meeting and all Board and committee
meetings held after March 15, 2020 were held via video
conference due to safety concerns relating to the COVID-19
pandemic.

Neenah holds regularly scheduled executive sessions of the
independent directors at each Board meeting. As Chairman of
the Board, Mr. Cook presides at all of the executive sessions.

AUDIT COMMITTEE
The Audit Committee is comprised solely of directors who meet the independence
requirements of the New York Stock Exchange (‘‘NYSE’’) and the Securities Exchange Act
of 1934, as amended (‘‘Exchange Act’’), and are financially literate, as required by NYSE
rules. At least one member of the Audit Committee is an audit committee financial expert,
as defined by the rules and regulations of the Securities and Exchange Commission
(‘‘SEC’’). The Audit Committee has been established in accordance with applicable rules
promulgated by the NYSE and the SEC. The Audit Committee assists the Board in
monitoring:

•
•

•

•
•
•

the quality and integrity of our financial statements;
our compliance with ethical policies contained in our Code of Business Conduct and
Ethics, and legal and regulatory requirements;
the independence, qualification and performance of our registered public accounting
firm;
the performance of our internal auditors;
related party transactions; and
policies with respect to risk assessment and risk management, including, data privacy
and data security risks.

The Audit Committee is governed by the Audit Committee Charter approved by the Board.
The charter is available on our website at

.
www.neenah.com

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating Committee is comprised solely of directors who meet the NYSE
independence requirements. The Nominating Committee:

•
•
•

•

oversees the process by which individuals are nominated to our Board;
reviews the qualifications, performance, and independence of members of our Board;
reviews and recommends policies with respect to composition, organization,
processes and, practices of our Board, including diversity; and
identifies and investigates emerging corporate governance issues and advises the
Board on oversight responsibilities relating to the Company’s ethical conduct,
corporate culture, and employee health and safety.

The Nominating Committee is governed by the Nominating and Corporate Governance
Committee Charter approved by the Board. The charter is available on our website at
.
www.neenah.com

COMMITTEE AND MEMBERS

Timothy S. Lucas, Chair
Stephen M. Wood
William M. Cook
Philip C. Moore
Donna M. Costello

Number of Meetings
9

› All members are

independent

› All members are financially

literate under NYSE
standards

› The Board has determined
that Messrs. Lucas and
Cook and Ms. Costello are
audit committee financial
experts within the meaning
of the SEC’s rules.

COMMITTEE AND MEMBERS

Margaret S. Dano, Chair
Philip C. Moore
Tony R. Thene

Number of Meetings
4

› All members are

independent

Neenah, Inc.

2021 Proxy Statement | 10

COMPENSATION COMMITTEE
The Compensation Committee is comprised solely of directors who meet NYSE
independence requirements, meet the requirements for a ‘‘non-employee director’’ under
the Exchange Act, meet the requirements of Rule 10C-1 under the Exchange Act, and
meet the requirements for an ‘‘outside director’’ under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the ‘‘Code’’). The Compensation Committee:

•

reviews and approves corporate goals and objectives relevant to the compensation of
our Chief Executive Officer and sets such compensation;
approves, in consultation with our Chief Executive Officer, the compensation of our
officers who are elected by our Board;

• makes recommendations to our Board with respect to our equity-based plans and

•

executive incentive compensation plans; and
reviews with management and approves awards under our long-term incentive
compensation plans and equity-based plans.

The Compensation Committee is governed by the Compensation Committee Charter
approved by the Board. The charter is available on our website at

www.neenah.com.

Additional information regarding the Compensation Committee’s processes and procedures
for consideration of executive compensation is provided in the ‘‘Compensation Discussion
and Analysis’’ below.

COMMITTEE AND MEMBERS

Stephen M. Wood, Chair
Timothy S. Lucas
Margaret S. Dano
Tony R. Thene

Number of Meetings
5

› All members are

independent

Neenah, Inc.

2021 Proxy Statement | 11

CORPORATE GOVERNANCE

BOARD LEADERSHIP

The Board selects from among its members the Chair of the
Board. The Board also elects the Chief Executive Officer of the
Company. The current Board Leadership is as follows:

William M. Cook
Chairman of the Board

Julie A. Schertell
President and Chief Executive Officer

On February 3, 2021, Dr. Wood delivered notice to the Board of
his intent not to stand for re-election as a member of the Board
at the Company’s 2021 Annual Meeting. The Board has not
made any nominations and does not intend to fill this vacancy at
this time. Accordingly, immediately following the 2021 Annual
Meeting, the Board will consist of seven members divided into
two classes of two directors (Classes II and III) and one class of
three directors (Class I).

The Board believes at this time that it is appropriate for
Ms. Schertell to continue serving as Chief Executive Officer and
a member of the Board. Ms. Schertell’s position as both Chief
Executive Officer and director provides a continuity of leadership
between the senior executive team and the Board and enhances
the corporate governance environment of the Board.

Independent Directors
Our Amended and Restated Bylaws provide that a majority of
the directors on our Board shall be independent and currently
seven out of the eight directors are independent. Immediately
following the 2021 Annual Meeting, six out of the seven
directors will be independent. In addition, the Corporate
Governance Policies adopted by the Board, described further
below, provide for independence standards consistent with NYSE
listing standards. Generally, a director does not qualify as an
independent director if the director (or in some cases, members
of the director’s immediate family) has, or in the past three
years has had, certain material relationships or affiliations with
the Company, its external or internal auditors, or other
companies that do business with the Company. Having six out
of seven independent directors provides Neenah with a sufficient
level of oversight, governance and independence without unduly
limiting the senior executives from acting in the best interest of
the Company and its stockholders.

In evaluating the independence of our independent directors,the
Board also considered whether any of the independent directors
had any material relationships with Neenah and concluded that
no such material relationship existed that would impair their
independence (see ‘‘Approval of Related Party Transactions’’
below). In making this determination, the Board relied both on
information provided by our directors as well as information
developed internally by Neenah. As is currently the case,

immediately after the election of the nominees to the Board of
Directors, a majority of all directors holding office will be
independent directors. The Nominating Committee and the
Board have affirmatively determined that six of the Company’s
seven directors do not have any relationship that would interfere
with the exercise of independent judgment in carrying out their
responsibilities as directors and are independent in accordance
with NYSE listing standards, rules and regulations and our
Corporate Governance Policies. Immediately following the 2021
Annual Meeting, Neenah’s independent directors will be
Margaret S. Dano, Timothy S. Lucas, Philip C. Moore, Tony R.
Thene, William M. Cook and Donna M. Costello.

Nomination of Directors
The Board of Directors is responsible for approving candidates
for Board membership. The Board has delegated the screening
and recruitment process to the Nominating Committee, in
consultation with the Chairman of the Board and Chief Executive
Officer. More specifically, our Nominating Committee has
adopted, and the Board has ratified, the ‘‘Neenah, Inc. Policy
Regarding Qualification and Nomination of Director Candidates.’’

The Nominating Committee seeks to create a Board that is
strong in its collective knowledge and diversity of skills and
experience with respect to, accounting and finance,
management and leadership, vision and strategy, business
operations, business judgment, crisis management, risk
assessment, industry knowledge, corporate governance,
education, background and global markets.

Qualified candidates for director are those who, in the judgment
of the Nominating Committee, possess all of the following
personal attributes and a sufficient mix of the following
experience attributes to assure effective service on the Board.
Personal attributes of a Board candidate considered by the
Nominating Committee include: leadership, ethical nature,
contributing nature, independence, interpersonal skills,
effectiveness, currency of work history and diversity. Experience
attributes of a Board candidate considered by the Nominating
Committee include: financial acumen, general business
experience, industry knowledge, diversity of view-points, special
business experience, and expertise. When the Nominating
Committee reviews a potential new candidate, the Nominating
Committee looks specifically at the candidate’s qualifications in
light of the needs of the Board and our company at that time,
given the then current mix of director attributes.

The Nominating Committee utilizes a variety of methods for
identifying and evaluating nominees for director.

The Nominating Committee periodically assesses the
appropriate size of the Board and whether any vacancies on the
Board are expected. In the event that vacancies are anticipated

Neenah, Inc.

2021 Proxy Statement | 12

or otherwise arise, the Nominating Committee will seek to
identify director candidates based on input provided by a
number of sources, including: (i) Nominating Committee
members; (ii) other directors of Neenah; (iii) management of
Neenah; and (iv) stockholders of Neenah. The Nominating
Committee also has the authority to consult with or retain
advisors or search firms to assist in the identification of qualified
director candidates.

The Nominating Committee will consider nominees
recommended by stockholders as candidates for election to the
Board. A stockholder wishing to nominate a candidate for
election to the Board at the Annual Meeting is required to give
written notice to the Secretary of Neenah of his or her intention
to make a nomination. Pursuant to our Amended and Restated
Bylaws, the notice of nomination must be received by Neenah
not less than 50 calendar days nor more than 75 calendar days
prior to the Annual Meeting, or if Neenah gives less than 60
calendar days’ notice of the meeting date, the notice of
nomination must be received no later than the close of business
on the 10th calendar day following the day on which the Annual
Meeting date is announced.

To recommend a nominee, a stockholder should write to Noah S.
Benz, Executive Vice President, General Counsel and Secretary
of Neenah, at 3460 Preston Ridge Road, Preston Ridge III,
Suite 600, Alpharetta, Georgia 30005.

Any such recommendation must include:

•

the name and address of the stockholder and a
representation that the stockholder is a holder of record of
shares of our common stock;
a brief biographical description for the nominee, including
his or her name, age, business and residence addresses,
occupation for at least the last five years, and a statement
of the qualifications of the candidate, taking into account
the requirements set forth above;
a description of all arrangements or understandings
between the stockholder and each nominee;
such other information regarding the nominee as would be
required to be included in a proxy statement filed pursuant
to the proxy rules of the SEC; and
the nominee’s consent to serve as a director if elected.

Once director candidates have been identified, the Nominating
Committee will then evaluate each candidate in light of his or
her qualifications and credentials and any additional factors that
the Nominating Committee deems necessary or appropriate,
including those set forth above. Qualified prospective candidates
will be interviewed by the Chair of the Board, the Chief
Executive Officer and at least one member of the Nominating
Committee. The full Board will be kept informed of the
candidate’s progress. Using input from such interviews and other
information obtained by the Nominating Committee, the
Nominating Committee will evaluate whether a prospective

candidate is qualified to serve as a director and, if so qualified,
will seek full Board approval of the nomination of the candidate
or the election of such candidate to fill a vacancy on the Board.

Existing directors who are being considered for re-nomination
will be re-evaluated by the Nominating Committee based on
each director’s satisfaction of the qualifications described above
and his or her performance as a director during the preceding
year. All candidates submitted by stockholders will be evaluated
in the same manner as candidates recommended from other
sources, provided that the procedures set forth above have
been followed. All of the current nominees for director are
current members of the Board. Based on the Nominating
Committee’s evaluation of each nominee’s satisfaction of the
qualifications described above, the Nominating Committee
determined to recommend the two directors for re-election.

The Nominating Committee has not received any nominations
from stockholders for the Annual Meeting.

Corporate Governance Policies
We have adopted the Neenah, Inc. Corporate Governance
Policies that guide the Company and the Board on matters of
corporate governance, including director responsibilities, Board
committees and their charters, director independence, director
qualifications, director evaluations, director orientation and
education, director access to management, Board access to
independent advisors, and management development and
succession planning. Copies of the Corporate Governance
Policies are available on our website at
‘‘Investor Relations’’ page under the tab ‘‘Corporate
Governance—Governance Policies and Documents’’. Code of
Business Conduct and Ethics.

www.neenah.com

on the

Code of Business Conduct and Ethics
We have adopted the Neenah, Inc. Code of Business Conduct
and Ethics, which applies to all of our directors, officers and
employees. The Code of Business Conduct and Ethics meets the
requirements of a ‘‘code of ethics’’ as defined by SEC rules and
regulations. The Code of Business Conduct and Ethics also
meets the requirements of a code of conduct under NYSE listing
standards. The Code of Business Conduct and Ethics is available
on our website at
on the ‘‘Investor Relations’’
page under the tab ‘‘Corporate Governance—Governance
Policies and Documents’’.

www.neenah.com

Human Rights Policy
We have adopted the Neenah, Inc. Human Rights Policy
applicable to all stakeholders. The Human Rights Policy sets
forth Neenah’s commitment to promote human rights in
accordance with the Universal Declaration of Human Rights and
the United Nations Guiding Principles on Business and Human
Rights to ensure that all people are treated with dignity and
respect. The Human Rights Policy is available on our website at
www.neenah.com
‘‘Corporate Governance—Governance Policies and Documents’’.

on the ‘‘Investor Relations’’ page under the tab

Neenah, Inc.

2021 Proxy Statement | 13

Environmental Policy
We have adopted the Neenah, Inc. Environmental Policy
applicable to all stakeholders. The Environmental Policy sets
forth Neenah’s commitment to stewardship and sustainability of
our natural resources. The Environmental Policy is available on
our website at
page under the tab ‘‘Corporate Governance—Governance
Policies and Documents’’.

on the ‘‘Investor Relations’’

www.neenah.com

Corporate Sustainability Report
We have published a Corporate Sustainability Report describing
how environmental and social considerations, and related
financial impacts, are integrated into Neenah’s long term
strategy. The Corporate Sustainability Report is available on our
website at

.
www.neenah.com

Risk Oversight
The Board participates in risk oversight through the Company’s
Enterprise Risk Evaluation conducted by our Chief Financial
Officer and General Counsel, in conjunction with the Company’s
senior management team, and holds management accountable
for the maintenance of high ethical standards and effective
policies and practices to protect the Company’s assets and
enhance the Company’s culture. Annual findings are reported to
the Audit Committee pursuant to the requirements of its
charter and the full Board reviews an annual report of the
findings as required by our Corporate Governance Policies. In
addition, the Board has the opportunity to address developing
risks at each Board meeting in connection with its regular review
of significant safety, business and financial developments. The
Company’s senior management team assists the Board in
identifying and analyzing significant emerging issues that may
impact the company’s overall strategy, global business continuity
and financial results.

The Board believes the processes described above provide for
the orderly escalation of developing issues and helps the Board
satisfy its risk oversight responsibilities.

Communications with the Board of Directors
We have established a process for interested parties to
communicate with members of the Board, including non-
management members of the Board. If you have any concern,
question or complaint regarding any accounting, auditing or
internal controls matter, or any issue with regard to our Code of
Business Conduct and Ethics or other matters that you wish to
communicate to our Board or non-management directors, send
these matters in writing to c/o General Counsel, Neenah, Inc.,
Preston Ridge III, 3460 Preston Ridge Road, Suite 600,
Alpharetta, Georgia 30005. Information about our Board
communications policy and procedures for processing Board
communications for all interested parties can be found on our
website at
on the ‘‘Investor Relations’’ page
under the tab ‘‘Corporate Governance—Governance Policies and
Documents’’.

www.neenah.com

Approval of Related Party Transactions
The charter of the Audit Committee requires that the Audit
Committee review and approve any transactions that would
require disclosure under SEC rules and regulations.

To help identify related party transactions and relationships,
each director and NEO, as such term is defined in the
‘‘Compensation Discussion and Analysis’’ section of this Proxy
Statement, completes a questionnaire on an annual basis that
requires the disclosure of any transaction or relationship that
the person, or any member of his or her immediate family, has
or will have with the Company or its subsidiaries. Additionally,
the Company’s Code of Business Conduct and Ethics prohibits
related party transactions and requires that any employee with
knowledge of such a transaction provide written notice of the
relationship or transaction to the Company’s General Counsel.
Neither Neenah nor the Board is aware of any matter in 2020
that required the review and approval of the Audit Committee in
accordance with the terms of the charter.

Stockholder Rights Plan
The Company’s Stockholder Rights Agreement expired on
November 30, 2014. The Company subsequently decided not to
put a new plan in place. We will continue to evaluate the need
for such a plan in the future as such need may arise.

Diversity
The Nominating Committee seeks to develop a diverse Board
that is representative of our customer, employee and investor
base. Our Board currently includes individuals of varying ages,
backgrounds, and genders, with female members currently
serving as both Chief Executive Officer and Chairperson of the
Nominating Committee.

The Board believes that having directors of diverse gender, age,
race, and ethnicity, along with varied skills and experiences,
contributes to a balanced and effective Board. The Board is
committed to inclusiveness and ensuring that the Nominating
Committee, in performing its responsibilities to review director
candidates and recommend candidates to the Board for election,
includes candidates with a diversity of ethnicity, race and gender
in each pool of candidates from which Board nominees are
chosen. The Nominating Committee actively considers for
selection as directors those persons who possess a diversity of
experience, gender, race and ethnicity. While the Nominating
Committee carefully considers diversity when identifying
potential director candidates, the Committee has not
established a formal policy regarding diversity.

Director Tenure
Directors with varied tenure contribute to a range of
perspectives and ensure we transition knowledge and experience
from longer-serving members to those newer to our Board. We
have a good mix of new and long-standing directors, with our
current directors averaging approximately eight years of service
as of the 2021 Annual Meeting.

Neenah, Inc.

2021 Proxy Statement | 14

Individuals elected as directors by our shareholders are expected
to serve as director for a minimum of three consecutive
three-year terms. Directors may be nominated for election for
an additional two terms, but will not be nominated for election
for more than five consecutive terms unless the Board
determines that circumstances warrant nominating a particular

director for one or more additional terms. In the event the
Board recommends an individual for nomination for one or more
additional terms beyond the initial five consecutive terms, the
rationale for such nomination will be disclosed in the Company’s
Proxy Statement.

Age Diversity

Gender Diversity

Tenure

25%

37.5%

50%

62.5%

25%

< 60 = 2 members

60-69 = 4 members

70+ = 2 members

31MAR202101080828

Female = 3 members

Male = 5 members

31MAR202101081120

< 3 years = 3 members

5-10 years = 2 members

10+ years = 3 members

31MAR202101081549

Neenah, Inc.

2021 Proxy Statement | 15

2020 DIRECTOR COMPENSATION

The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors regarding
compensation for our non-employee directors.

Each of our non-employee directors receives the following compensation:

Item

Annual cash retainer

Additional cash retainers for Committee and Board Chairs:

•

Board Chair

Audit Committee Chair

Compensation Committee Chair

Nominating Committee Chair

Additional cash retainers for Committee Members:

•

Audit Committee Members and Chair

Compensation Committee Members and Chair

Nominating Committee Members and Chair

Annual value of equity grant

Amount

$ 60,000

$ 40,000

$ 30,000

$ 17,500

$ 9,000

$ 7,000

$ 5,000

$100,000*

* Annual equity grant paid in restricted stock units subject to a one-year vesting period.

Neenah’s director compensation program is intended to align
with market level compensation to attract, motivate, and retain
high performing and diverse quality director talent. Neenah
conducts a biennial director pay study to ensure alignment with
market level compensation, the latest of which was undertaken
in 2017 and resulted in an adjustment to better align with the
market and evolving director work load as shown in the table
above. During the third calendar quarter of 2020, the Board
retainer fees, chairperson fees and committee membership fees
were temporarily reduced by 50% to help partially offset the
impacts of the COVID-19 pandemic.

In 2020, each director received a total of 2,016 RSUs. The
number of RSUs granted to non-employee directors is calculated
annually by dividing the total value of the equity grant by the
grant date fair value of the Company’s stock on the day of the
grant in the same manner as used to calculate grants for
Company employees under the Long-Term Incentive Plan
(‘‘LTIP’’). The RSUs become fully vested and convert to shares of
our common stock on the first anniversary of the date of grant.

Employee directors receive no additional compensation and no
perquisites for serving on our Board.

Neenah also established the Neenah Paper Directors’ Deferred
Compensation Plan (the ‘‘Directors’ Deferred Compensation
Plan’’), which enables each of our non-employee U.S. directors to
defer a portion of their cash compensation and RSU awards. In
2020, none of our directors participated in the Directors’
Deferred Compensation Plan.

Each of our non-employee directors is required to own Company
stock equal to four times their annual cash retainer. The
valuation of restricted stock and options owned by our directors
is calculated pursuant to the same guidelines detailed in this
Proxy Statement for our named executive officers. All of our
non-employee directors met or exceeded the guidelines as of
December 31, 2020. Each director has five years in order to
meet the stock ownership requirements.

Neenah, Inc.

2021 Proxy Statement | 16

The following table shows the total compensation paid to each of our non-employee directors in 2020.

Name

Fees Earned or Paid in Cash ($)(1)

Stock Awards ($)(2)

Total ($)

William M. Cook

Donna M. Costello

Margaret S. Dano

Timothy S. Lucas

Philip C. Moore

Stephen M. Wood

Tony R. Thene

95,375

60,375

78,313

92,750

64,750

92,750

59,500

100,000

195,375

160,375

178,313

192,750

164,750

192,750

159,500

(1)

(2)

Amounts reflect temporary 50% reduction in retainer
fees, chairperson fees and committee membership fees
during the third quarter of 2020.

Amounts reported in this column represent the grant
date fair value of the 2020 RSU award granted to each
director, calculated in accordance with Financial
Accounting Standards Board Statement ASC Topic 718

(‘‘ASC 718’’). Due to restrictions imposed by Canadian law,
Mr. Moore is not able to receive a quarterly cash dividend on his
RSUs. In lieu of receiving such dividends, Mr. Moore is granted
additional shares of common stock on the date of each dividend
payment equal in value to the cash dividend that he would have
received. Mr. Moore received 72 of these common shares in
2020.

Neenah, Inc.

2021 Proxy Statement | 17

COMPENSATION DISCUSSION AND ANALYSIS

The following section presents an analysis, summary, and
overview of our compensation policies and programs, including
material decisions made under those policies and programs in
setting the compensation levels for 2020 for our named
executive officers (each a ‘‘NEO’’). Decisions made concerning
the total compensation package for our NEOs take into
consideration the individual executive’s level of responsibility
within Neenah, the performance of Neenah relative to internal
targets and peer companies, and the creation of long-term

stockholder value. We strive to achieve a balanced and
competitive compensation package through a mix of base salary,
performance-based cash bonuses, long-term performance-based
incentives and awards, deferred compensa- tion plans, pension
plans, and welfare benefits.

Compensation Objectives and Philosophy
Neenah’s compensation policies are designed to incorporate the
following attributes:

16MAR202009231785

INCLUDED

16MAR202008554310

EXCLUDED

Guaranteed variable compensation and/or open-ended
payments

Excise tax gross-ups

Re-pricing or cash buyout of underwater stock
appreciation rights without stockholder approval

Market timing of equity awards

Excessive perquisites

Employment contracts

•

Significant component of pay based on performance
achievement; more senior positions have a higher
percentage of performance-based pay; maximum
payment limit on incentive plans

Measures are based on achievement of financial targets,
attainment of strategic objectives, and enhancement of
stockholder value

Broad clawback policy

Policies validated through an independent consultant
reporting to the Compensation Committee, comparison
to independent peer companies & stockholder
‘‘say-on-pay’’ votes

•

Strict insider trading policy for equity awards

Double trigger change in control arrangements

Equity ownership guidelines

Annual independent risk assessment to confirm that
metrics and goals are appropriate to drive high
performance without encouraging unreasonable
risk-taking

2020 Key Strategic and Financial Achievements

Despite the pandemic, delivered near record free cash flow and preserved strong liquidity.

Consolidated
net sales of:

$792.6
million

Adjusted
consolidated
operating income of:

Free cash
ﬂow of:

$64.4
million

$74.5
million

Adjusted earnings
from continuing
operations of:

$2.46
per share

Year-end
available
liquidity of:

$176
million

10MAR202109150351

Neenah, Inc.

2021 Proxy Statement | 18

We quickly addressed impacts of COVID-19 to protect
employees and preserve liquidity

•

Implemented new health and safety protocols that
protected our employees and avoided disruptions to our
operations, and to our customers.

Aggressively managed costs and working capital, resulting in
free cash flow of $75 million dollars—one of our highest
years ever.

Successfully refinanced Senior Notes that were due in 2021
and replaced them with a more flexible Term Loan B.

Ended the year with available liquidity of over $175 million.

We continued to make important progress on strategic
initiatives to drive top and bottom line growth

Updated our vision and strategy, providing clear direction
and focus for our organization on key drivers that will add
significant value and support expansion in our four targeted
growth platforms and significantly enhanced employee
engagement and communications.

•

Progressed on ESG initiatives including increased diversity of
our Board and Senior Management Team, focused
recruitment, succession planning and training for gender
and ethnicity diversity and inclusion, and expanded Board
oversight of ethical conduct, corporate culture, and
employee health and safety.

Maintained a disciplined and active M&A pipeline, leading to
the April 2021 acquisition of ITASA, a leading global
specialty coatings company, with a large presence in release
liners serving multiple growing end markets.

Following this section under the heading ‘‘Additional Executive
Compensation Information’’ we have included certain tables
where you will find detailed compensation information for each
of our NEOs. This section is intended to provide additional
details regarding Neenah’s compensation practices, as well as
the information and process used to create and implement our
compensation program for our NEOs and other executive
officers.

Named Executive Officers

Julie A. Schertell
President and Chief Executive Officer

Strengthened our executive leadership team, combining new
leaders that bring fresh perspectives with existing personnel
and their depth of experience and know-how.

Paul F. DeSantis
Executive Vice President, Chief Financial Officer and Treasurer

Began to implement a ‘‘Neenah Operating System’’ at our
two largest facilities. Utilizing LEAN principles, this system
will improve safety, quality, customer delivery, and will
reduce our cost structure with improved productivity and
unlocked capacity, that will ultimately deliver over
$20 million of annual cost savings.

Quickly developed and commercialized high-performance
media for face masks to support COVID-19 relief efforts
and meet our customers’ needs.

Reinvigorated our innovation efforts and launched a number
of new products that will generate incremental revenue for
years to come.

Published a Corporate Sustainability Report, highlighting the
meaningful progress made over the past five years in
reducing our carbon footprint, building a more diverse and
inclusive workplace, and maintaining sound governance
practices.

Byron J. Racki
Executive Vice President, Technical Products

Michael W. Rickheim
Executive Vice President, Chief Human Resources Officer and Chief
Administrative Officer

Noah S. Benz
Executive Vice President, General Counsel and Secretary

John P. O’Donnell (ret.)
Former President and Chief Executive Officer

Bonnie C. Lind (ret.)
Former Chief Financial Officer and Treasurer

Neenah, Inc.

2021 Proxy Statement | 19

•

Our Compensation-Setting Process:

Role of Compensation Committee
The Compensation Committee is responsible for carrying out
the Board’s responsibilities for determining the compensation for
our NEOs. In that capacity, the Compensation Committee
(1) annually reviews and approves the corporate goals and
objectives relating to our executive compensation programs,
(2) evaluates performance against those goals and objectives,
and (3) approves the compensation payable to our NEOs.

The Role of Stockholder Say-on-Pay Votes
The Company provides its stockholders with the opportunity to
cast an annual advisory vote on executive compensation. At the
Company’s annual meeting of stockholders held on May 21,
2020, greater than 93% of the votes cast on the say-on-pay
proposal were voted in favor of the proposal. The Compensation
Committee considered these results and believes the voting
results reflect strong stockholder support for the Company’s
approach to executive compensation. The Compensation
Committee will continue to consider the outcome of the
Company’s say-on-pay proposal votes in order to help
understand the environment for future executive compensation
practices.

Use of Compensation Consultants
The Compensation Committee charter grants the Committee
authority to independently retain compensation consultants, and
in 2020 the Committee again engaged Hugessen Consulting, Inc.
(‘‘Hugessen’’) to provide the Committee with independent advice
and assistance in its deliberations regarding compensation
matters. At the Committee’s request, Hugessen originated
certain analyses, reviewed the information provided by
management, and assisted the Committee in assessing 2020
compensation for Neenah’s NEOs. In addition, Hugessen
provided input to assist the Committee in establishing the 2020
targeted compensation levels and performance criteria under the
Company’s incentive plans.

The Compensation Committee must pre-approve any additional
work of a material nature assigned to its consultant and will not
approve any such work that, in its view, could compromise
Hugessen’s independence as advisor to the Committee.
Hugessen does not provide any other services to Neenah.
Decisions made by the Committee are the responsibility of the
Committee and reflect factors and considerations in addition to
the information and recommendations provided by Hugessen. In
2020, the Compensation Committee, in accordance with SEC
rules, considered the independence factors having to do with
consultant conflicts of interest and determined that the work of
Hugessen did not raise any conflicts of interest.

In addition, in 2020 the Company retained Aon Hewitt, Inc.
(‘‘Aon’’) to advise management on developments relating to
executive compensation in general and provide support to
management and the Compensation Committee in their ongoing
analysis and assessment of the effectiveness of Neenah’s
compensation policies and programs. Aon also assisted in the
preparation and review of materials prepared by management
related to benchmarking and plan designs.

Role of Executive Officers
At the request of the Compensation Committee, our President
and Chief Executive Officer, along with our Executive Vice
President, Chief Human Resources Officer and Chief
Administrative Officer, after extensive market research, make
recommendations to our Compensation Committee regarding
base salary and target levels for our annual performance
bonuses and long-term equity compensation for our executive
officers. These recommendations are based on the philosophy
and analysis described in this ‘‘Compensation Discussion and
Analysis’’ section of this Proxy Statement. Ms. Schertell is not
involved in setting or approving her own compensation levels.

Neenah, Inc.

2021 Proxy Statement | 20

Peer Comparison
To assist in evaluating and determining levels of compensation in
2020 for each element of pay, the Compensation Committee
reviewed various sources of data prepared by management
including:

Proxy data collected and analyzed from a peer group of
companies in the performance products, fine papers, and
specialty chemical industries and similar in size to Neenah (the
‘‘Peer Group’’). For 2020, the Compensation Committee
conducted a thorough review of the companies in the Peer
Group. The Committee reviewed and discussed the companies
presented for consideration, including (i) industry, (ii) revenue
size, (iii) market cap, and (iv) total enterprise value, and
unanimously selected the following companies:

•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

Clearwater Paper Corporation
Ferro Corporation
Innophos Holdings, Inc.
Innospec, Inc.
Kraton Corporation
Lydall, Inc.
Multi-Color Corporation
Myers Industries, Inc.
Omnova Solutions, Inc.
P.H. Glatfelter Company
Quaker Chemical Corporation
Rayonier Advanced Materials, Inc.
Rogers Corporation
Schweitzer-Mauduit International, Inc.
Stepan Company

Data collected from Aon’s database using a broad industry cut of
manufacturing companies with approximate revenues between
$500 million and $2.0 billion. Pursuant to a transaction dated
July 1, 2019, Multi-Color Corporation became a private company.

To develop market figures, compensation opportunities for the
NEOs were compared to the compensation opportunities for
similarly situated executives in comparable positions. Hugessen

reviewed the results of these analyses and provided feedback to
the Compensation Committee in connection with their review of
competitive pay practices.

Neenah’s management and the Compensation Committee do
not believe that it is appropriate to establish compensation
levels based solely on peer comparisons or benchmarking;
however, marketplace information is one of the many factors
that we consider in assessing the reasonableness of
compensation. Management and the Compensation Committee
believe that information regarding pay practices at other
companies is useful to confirm that our compensation practices
are competitive in the marketplace.

Targeted Compensation Levels
The Compensation Committee establishes targeted total
compensation levels based upon performance objectives for our
executive officers eligible to receive an annual cash bonus
opportunity under the Short Term Incentive Plan (‘‘STIP’’) and
equity awards under the LTIP as authorized by the Amended and
Restated Neenah, Inc. 2018 Omnibus Stock and Incentive
Compensation Plan (the ‘‘2018 Omnibus Plan’’). In making these
determinations, the Committee is guided by the compensation
philosophy described below. The Committee also considers
historical compensation levels, pay practices at companies in the
Peer Group and the relative compensation among Neenah’s
senior executive officers. The Committee also considers industry
conditions, corporate performance versus peer companies, and
the overall effectiveness of Neenah’s compensation program in
achieving desired performance levels.

As targeted total compensation levels are determined, the
Compensation Committee also determines the portion of total
compensation that will be contingent, performance-based pay.
Performance-based pay includes cash awards under our STIP
program and equity awards under our LTIP, which may be earned
based on the Company’s achievement of performance goals. The
value of the LTIP award largely depends upon long-term
appreciation in the Company’s stock price.

Neenah, Inc.

2021 Proxy Statement | 21

Neenah’s compensation philosophy is intended to provide
competitive pay within the relevant market by targeting the total
compensation opportunities and to reward executives for
short-term and long-term performance through an overall
compensation mix that is targeted to include a minimum of 50%

performance-based compensation for our NEOs. In 2020, our
Chief Executive Officer’s compensation was approximately 74%
performance-based at target levels and our other NEOs
compensation was approximately 58% performance-based at
target levels.

CEO @ Target

Other NEOs @ Target

Perf.-
Cash
23%
$720,000

Base
Salary
26%
$800,000

Perf.-
Equity
51%
$1,600,000

Perf.-
Cash
24%

Perf.-
Equity
34%

Base
Salary
42%

31MAR202101080976

31MAR202102034184

Compensation Components
Our executive compensation includes the base components
described below, each of which is designed to accomplish
specific goals of our compensation philosophy described above.
In connection with our discussion of each of such base
components, the following questions will be addressed:

• Why Neenah chooses to pay each of the base components;

•

How Neenah determines the amount of the various base
components;

How each component fits into Neenah’s overall
compensation plan and supports Neenah’s compensation
philosophy.

Base Salary
Base salary is a critical element of executive compensation
because it provides our executives with a defined level of
monthly income and also sets the base level for performance
compensation. Individual base salaries for our NEOs are generally
reviewed by comparing total compensation opportunities within
the Peer Group as discussed above. Salary increases, if any, are
reviewed and approved by the Compensation Committee on an
annual basis. Factors considered in base salary increases include
the Company’s performance over the past year, changes in
individual executive responsibility, the position of base salary
together with all other compensation as indicated by our
analysis of the Peer Group, and market data provided by Aon
when peer data was not available.

This approach to base salary supports our compensation
philosophy. The Compensation Committee has determined that
setting NEO base salaries in this manner allows Neenah to be
competitive in attracting and retaining talent, while at the same
time, aligning the executive’s and stockholders’ interest as a
majority of the executive’s overall compensation is performance-
based.

Neenah, Inc.

2021 Proxy Statement | 22

2020 Base Salary Decisions
In February 2020 (or such other dates indicated below), after
discussing the individual performance, experience, scope of
responsibilities, and the Chief Executive Officer’s
recommendations for the other NEOs, the Compensation
Committee established the base salaries for each NEO.

In general, any increases in base pay are intended to be
competitive with the market and take into consideration the
individual performance and scope of responsibilities of each
NEO. Taking into account all of these factors and a comparison
relative to peers, the Committee approved the adjustments
shown below to further align NEO base salary with the market.

The following table provides the base salary of each NEO as of December 31 for each year, unless otherwise indicated:

Name

2019 Base Salary

2020 Base Salary

% Increase

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

$863,000

$460,000

$435,000

—

$377,000

—

$310,000

$863,000

$800,000(1)

$435,000

$500,000(2)

$400,000

$350,000(3)

$361,000

74%

—

16%

On May 21, 2020, and in connection with her
appointment as Chief Executive Officer, Ms. Schertell’s
base salary was increased to $800,000.

previously approved by the Compensation Committee). Actual
STIP payments can range from 0% to 200% of the target bonus
depending on whether the Company’s results fall short of,
achieve, or exceed the identified performance goals.

(1)

(2)

(3)

Mr. DeSantis joined the Company in May 2020.

Mr. Rickheim joined the Company in April 2020.

Annual Performance Bonuses
Annual cash incentive bonus opportunities are awarded under
the STIP and are based on our achievement of performance
goals established at the beginning of each calendar year. STIP
target bonuses are established as a percentage of base salary
with a target bonus ranging from 50% to 90% for each NEO.
The Compensation Committee annually approves the target
bonus range based on: (i) data provided from the market surveys
as previously described, (ii) the experience and knowledge of the
executive, and (iii) the quality and effectiveness of the
executive’s leadership within Neenah. The amount of the actual
STIP bonus is adjusted up or down from the target bonus based
on Neenah’s year end results, as may be adjusted by the
Compensation Committee for non-recurring items (with
year-end results measured against the objective and subjective
criteria set forth in the STIP plan for the applicable year, as

Under the STIP, the Compensation Committee generally sets a
range of possible payments from zero to a maximum percentage
of the target award based on its belief that no bonus should be
earned if performance is below established thresholds and its
determination that the top end of the range should provide an
appropriate incentive for management to achieve exceptional
performance. Under the STIP, specific performance measures
and thresholds are determined by the Committee in consultation
with the Chief Executive Officer, based on key metrics that
support the achievement of Neenah’s short-term and long-term
strategic objectives.

Annual performance bonuses support our compensation
philosophy in that they: (i) reward Neenah’s executives for
meeting and exceeding goals that contribute to Neenah’s
short-term and long-term strategic plan and growth, (ii) promote
a performance-based work environment, and (iii) serve as a
material financial incentive to attract and retain executive talent.

Neenah, Inc.

2021 Proxy Statement | 23

2020 Annual Performance Bonus Awards
For 2020, the Compensation Committee approved target
bonuses for our NEOs as a percentage of base salary with a
target bonus ranging from 50% to 90%. The performance goals
for the 2020 STIP program were set based on the following
performance criteria and the relative weighting set forth below:
(i) adjusted corporate earnings before interest, income taxes,
depreciation and amortization (‘‘Corporate EBITDA’’), which is
calculated as net income plus income tax expenses, plus
depreciation expense and amortization expense for intangibles,
plus amortization expense for stock options and restricted stock
units adjusted for any one-time events outside of the ordinary
course of business, and (ii) progress achieved in implementing
the Company’s strategic plan.

Name

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

2020 Target STIP
(% of Base Salary)

90%

60%

65%

60%

50%

Each goal was set at levels that both the Compensation Committee and management believed to be challenging but attainable, and
achievements would reflect significant performance by the Company.

The performance goals for the financial metric under the 2020 STIP was as follows:

Metric ($MM)

Corporate EBITDA

Threshold (0%)

Target (100%)

Outstanding (200%)

114

127

140

COVID-19 Performance Incentive Adjustments
The COVID-19 pandemic significantly impacted the Company’s
operations, adversely impacting global economic conditions and
creating ongoing uncertainty. The Company had to balance the
unpredictability of the pandemic’s impact on the Company’s
financial performance, against the need to provide reasonable
incentives with attainable goals designed to respond to
immediate threats from the public health crisis.

To mitigate these risks and position the Company for strong
recovery when the pandemic subsides, the Compensation
Committee considered a variety of short term factors which it
deemed critical for the Company to build momentum through
2020 and position the organization for long term growth in 2021
and beyond. These factors included, among others, protecting
the health and well-being of all employees, maintaining
profitability, strengthening cash flow and liquidity, and motivating
leadership through unprecedented adversity.

In accordance with our compensation philosophy and to further
align executives’ interests with those of the Company’s
stakeholders, the Compensation Committee reviewed the design
of the 2020 STIP and considered options to reward executives
for achieving financial goals focused on these short term needs
of the Company. As a result, the Compensation Committee
approved adjustments to the performance criteria and relative
weighting of the 2020 STIP to include both Corporate EBITDA
and increased Company liquidity metrics. On a combined and
equally-weighted basis, the Corporate EBITDA and liquidity
performance criteria could yield a payout from 40% at target to
50% at outstanding, based on year-end results. The total
potential payout under the 2020 STIP including the strategic
plan objective component was capped at a reduced maximum of
75% of target.

The performance goals and
results relative to the NEOs
for each of the ﬁnancial
metrics in 2020 were as
follows (in millions):

$200

$150

$100

$50

Max
$105

Threshold
$60

Actual $101

Target $77

Payout %
97%

Max
$70

Threshold
$40

$80

$70

$60

$50

$40

$30

$20

$10

Actual $68

Target $56

Payout %
98%

Corporate EBITDA

Liquidity

31MAR202101081408

Neenah, Inc.

2021 Proxy Statement | 24

The strategic plan objective was paid out at 100% of target
reflecting performance in achieving a set of strategic objectives
considered critical for long-term growth. Results for the year
included continued product innovation, disciplined M&A efforts

leading to the successful acquisition of ITASA, design and
implementation of the Neenah Operating System, refreshment
of the Company’s vision and strategies, and other strategic
initiatives.

Based on the process described above, STIP payments were awarded as follows:

Name

2020 STIP at Target

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

$358,802

$560,886

$185,863

$192,807

$215,416

$150,738

$176,739

2020 STIP at
Actual(1)

$ 89,700(2)

$415,056

$137,539(3)

$142,678

$159,408

$111,547

$130,787

% of Target Earned

25%

74%

(1)

(2)

Amounts calculated based on actual earnings during 2020 and include mid-year salary adjustments.

Mr. O’Donnell retired from the Company in June 2020 and received a partial payout of 25% of target under the 2020 STIP
program.

(3)

Ms. Lind retired from the company in October 2020.

Long-Term Equity Compensation
Long-term equity incentives under the 2020 LTIP consist of
performance share units (‘‘PSUs’’) and restricted stock units
(‘‘RSUs’’) granted on an annual basis, with RSUs representing
approximately 40% of the total value of the equity incentive
awards and PSUs representing approximately 60% of the total
value of the equity award granted to an executive officer for
2020. This reflects the Company’s desire to emphasize the
performance-based incentives in the LTIP. The total target LTIP
grants are set at the beginning of the year for each NEO with
the 2020 LTIP grants ranging from 65% to 200% of the
executive’s base salary. The Company typically grants 100% of
the RSUs in conjunction with the first Board meeting of each
fiscal year. Each year the Compensation Committee reviews and
approves a target number of PSUs for each of our NEOs and
each other participant in the LTIP plan. The number of units
actually earned by each participant is determined by the
Company’s performance during the applicable performance
period.

The range of possible awards is set by the Committee based on
its: (i) belief that a minimal award should be granted if the

performance measures are significantly below target levels; and
(ii) determination that the top end of the range provided an
appropriate incentive for management to achieve exceptional
performance.

The combination of RSUs and PSUs focuses our executives on
Neenah’s financial performance and increasing stockholder value.
It is aligned with and supports our stock ownership policy and
helps retain employees for the duration of the performance
periods and vesting periods.

The Compensation Committee regularly reviews the Company’s
LTIP to identify opportunities to further align executive
compensation with long-term stockholder value. In 2020, and in
consultation with the compensation consultant, the
Compensation Committee approved changes to the 2020 LTIP
to remove the one-year performance period component of the
PSU award, with 100% of the PSUs being subject to a three-year
performance period ending on December 31, 2022.

Neenah, Inc.

2021 Proxy Statement | 25

2020 LTIP Awards
For 2020, the Compensation Committee, consistent with our
compensation philosophy, approved equity grants under the LTIP
for our NEOs with target values ranging from 65% to 200% of
base salary.

The process described above resulted in grants of RSUs and
PSUs in 2020 as follows:

Name

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

2020 LTIP
(% of Base
Salary)

200

100

2020 RSUs

2020 PSUs

12,475(1)

8,889(2)

4,716(1)(3)

4,471

1,735

2,272

1,357

—

13,333

—

6,707

2,602

3,407

2,035

(1)

(2)

Reflects pro-rated award based on the date of retirement.

Includes award of 4,032 RSUs in connection with Ms. Schertell’s appointment as President and Chief Executive Officer on
May 21, 2020.

(3)

100% of Ms. Lind’s 2020 LTIP award was converted to RSUs on Ms. Lind’s date of retirement.

For each of our NEOs, the value was divided into awards of
RSUs and a target number of PSUs, with 60% of the value in
PSUs and 40% of the value in RSUs. The range of possible
awards under the LTIP was selected to tie a substantial
percentage of each NEOs compensation to Neenah’s
performance.

Compensation Committee as described above) using the fair
market value of the stock price as of the date of grant. The
target number of PSUs are increased or decreased (to an
amount equal to between 0% and 200% of the target) after the
performance period for each component.

The number of RSUs to be awarded to each NEO in 2020 was
determined by dividing the value of the portion of the LTIP
award to be awarded as RSUs (determined by the Compensation
Committee as described above) by the grant date fair value of
the Company’s stock on the day of the grant, and then rounded
to the nearest share to produce the number of shares subject to
the applicable RSU award. Each grant of RSUs made in 2020
vests in increments of 33.34%, 33.33% and 33.33% over a
three-year period, with vesting occurring on December 31, 2020, metrics may be adjusted for certain items as further described
December 31, 2021 and December 31, 2022.

After the end of the performance period, the adjustment of the
target number of PSUs is calculated based on the Company’s
achievement of performance goals relative to the following
equally weighted criteria: year over year growth in net sales,
excluding translation impacts from changes in foreign exchange
rates and adjusted for acquisitions and divestitures (‘‘Constant
Currency Sales’’), return on invested capital (‘‘Return on
Capital’’), and free cash flow reflected as a percentage of net
sales (‘‘Free Cash Flow as Percentage of Net Sales’’). Each of the

The PSU portion of the LTIP program incorporates a three-year
performance and vesting period, further aligning senior
management of the Company with long-term stockholder
interests. The target number of PSUs to be awarded to each
NEO in 2020 was determined by the value of the portion of the
LTIP award to be awarded as PSUs (determined by the

in the PSU award agreements as filed by the Company as
Exhibit 10.1 to the Quarterly Report on Form 10-Q filing dated
May 11, 2020. The threshold, target, and outstanding levels for
Constant Currency Sales growth and Return on Capital were
adjusted in 2020 to reflect the Company’s continued plans for
growth through strategic acquisitions and investments in organic
growth.

Neenah, Inc.

2021 Proxy Statement | 26

The specific targets for the PSU awards under the 2020 LTIP program were as follows:

15%

10%

<5%>

Outstanding
11%

Threshold
8%

Target 9 - 10%

Outstanding
4%

Threshold
0%

Target 2%

10%

<5%>

<10%>

Outstanding
11%

Threshold
3%

15%

10%

<5%>

Target 7%

Return on Invested Capital

Corporate Revenue Growth

Free Cash Flow as % of Net Sales

10MAR202109150800

The adjustment of the target number of PSUs will be calculated based on the Company’s achievement of performance goals during
the three-year performance period and will vest on December 31, 2022.

Neenah, Inc.

2021 Proxy Statement | 27

Component II Performance 2018 LTIP Awards
Component II of the 2018 LTIP award, representing 25% of the
PSU award, was subject to a three-year performance period
ending December 31, 2020. The target number of PSUs is
calculated based on the Company’s achievement of the

performance goal of Relative TSR. The Relative TSR (including
dividend yield), is compared against the Russell 2000 Value Index
over the performance period and the target number of PSUs are
increased or decreased (to an amount equal to between 40%
and 200% of the target).

The specific targets and results in 2018 for Component II were as follows:

Metric

Threshold

Target

Outstanding

Payout %

Payout (as a % of Target)

100%

200%

40%

Total Stockholder Return

3rd Quartile

2nd Quartile

1st Quartile

Based on the process described above and our performance against the targets noted, PSU grants for Component II of the 2018
LTIP grants were awarded as follows:

Name(1)

Julie A. Schertell

Byron J. Racki

Noah S. Benz

Component II
at Target

Component II
Earned

% of Target
Earned

675

349

169

270

140

40%

(1)

In accordance with the 2018 PSU award agreement,
Mr. O’Donnell and Ms. Lind forfeited Component II of
the 2018 LTIP grant upon retirement.

Retirement Benefits
We maintain the Neenah 401(k) Retirement Plan (the ‘‘401(k)
Plan’’), which is a tax-qualified defined contribution plan for
employees. The 401(k) Plan is available to all Neenah’s U.S.
employees, but includes a special profit-sharing contribution
feature that is only applicable for certain employees who are
ineligible to participate in the Pension Plan (the ‘‘Retirement
Contribution Plan’’). Further, we maintain a supplemental
retirement contribution plan (the ‘‘Supplemental RCP’’) which is
a non-qualified defined contribution plan which is intended to
provide a tax-deferred retirement savings alternative for
amounts exceeding Internal Revenue Code limitations on
qualified plans. Additional information regarding the
Supplemental RCP can be found in the ‘‘2020 Non-qualified
Deferred Compensation’’ table later in this Proxy Statement.

We also maintain the Neenah Deferred Compensation Plan (the
‘‘Deferred Compensation Plan’’), which is a non-qualified
deferred compensation plan for our executive officers. The
Deferred Compensation Plan enables our executive officers to
defer a portion of annual cash compensation (base salary and

non-equity awards under our STIP). The Deferred Compensation
Plan is intended to assist our executive officers in maximizing
the value of the compensation they receive from the Company
and assist in their retention. Additional information regarding the
Deferred Compensation Plan can be found in the ‘‘2020
Non-qualified Deferred Compensation’’ table later in this Proxy
Statement.

We also maintain the Neenah Pension Plan, a tax-qualified
defined benefit plan (the ‘‘Pension Plan’’) and the Neenah
Supplemental Pension Plan, a non-qualified defined benefit plan
(the ‘‘Supplemental Pension Plan’’) which provide tax-deferred
retirement benefits for certain of our employees. Ms. Lind is the
only NEO that participates in the Pension Plan and Supplemental
Pension Plan. Additional information regarding the Pension Plan
and the Supplemental Pension Plan can be found in the ‘‘2020
Pension Benefits’’ table later in this Proxy Statement.

Neenah and the Compensation Committee believe that the
Pension Plan, Supplemental Pension Plan, Retirement
Contribution Plan, Supplemental RCP, Deferred Compensation
Plan, and 401(k) Plan are core components of our compensation
program. The plans are competitive with plans maintained by our
peer companies and are necessary to attract and retain top level
executive talent.

Neenah, Inc.

2021 Proxy Statement | 28

Severance Payments
In March 2017, the Compensation Committee amended and
restated its executive severance plan (the ‘‘2017 Executive
Severance Plan’’), effective April 1, 2017, to provide executives
certain severance benefits both upon termination of
employment following a change in control of Neenah and
outside of a change in control. The 2017 Executive Severance
Plan also categorize the participating executives as either
‘‘Tier 1’’, ‘‘Tier 2’’, or ‘‘Tier 3’’ participants in order to provide
varying benefit amounts to the different executives. All NEOs
are Tier 1 participants under the 2017 Executive Severance Plan.

Upon termination of an NEO’s employment by Neenah without
‘‘cause’’ outside of a change in control, such NEO will be
entitled to an amount equal to one and one-half times his or
her base salary. Upon termination of the NEO’s employment by
Neenah without ‘‘cause’’ within the two-year period following a
change in control or by the NEO for ‘‘good reason’’ within the
two-year period following a change in control the 2017 Executive
Severance Plan provides that such terminated NEO will be
entitled to the sum of:

(I)

Two times the sum of his or her annual base salary,

the amount of bonus under the STIP that he or she has
(II)
earned through the date of the change in control, plus two
times his or her targeted annual bonus,

any profit-sharing contributions or pension plan benefits

(III)
forfeited as a result of such termination

the amount of profit-sharing contributions and pension
(IV)
plan benefits such participant would have received under the
qualified and supplemental retirement plans but for his or her
termination for the two-year period following his or her
termination, and

the cost of medical and dental COBRA premiums for a

(V)
period of two years

In addition, such NEO will be fully vested in his or her account
under the Deferred Compensation Plan and any awards granted
to him or her under the Amended and Restated Neenah
Paper, Inc. 2004 Omnibus Stock and Incentive Compensation
Plan (the ‘‘2004 Omnibus Plan’’) or the 2018 Omnibus Plan.

Additionally, upon termination of an NEO’s employment by
Neenah at any time without ‘‘cause’’ or by the officer for ‘‘good
reason’’ within the two-year period following a change in control,
the NEO will be eligible to receive reimbursement for
outplacement service costs for a period of two years in an
amount not to exceed $50,000.

Payment of the benefits under the 2017 Executive Severance
Plan is subject to the applicable executive executing an
agreement that includes restrictive covenants and a general
release of claims against Neenah. These benefits are intended to
recruit and retain key executives and provide continuity in
Neenah’s management in the event of a change in control. We
believe the 2017 Executive Severance Plan is consistent with
similar plans maintained by our peer companies and, therefore,
is a core component of our compensation program necessary to
attract and retain key executives.

Timing of Compensation
Base salary adjustments, if any, are made by our Compensation
Committee at the first meeting of each fiscal year (with the
adjustments effective as of January 1 of that same year). RSU
awards and PSU target levels and awards are made in the
manner described above. The number of RSUs awarded is
determined by the grant date fair value of the Company’s stock
on the day of the grant. We do not coordinate the timing of
equity awards with the release of non-public information.

Tax and Accounting Consideration
In general, the tax and accounting treatment of compensation
for our NEOs has not been a core component used in setting
compensation. In limited circumstances, we do consider such
treatment and attempt to balance the cost to Neenah against
the overall goals we intend to achieve through our compensation
philosophy. In particular, we have historically sought to maximize
deductibility of our NEOs’ compensation under Internal Revenue
Code Section 162(m) while maintaining the flexibility necessary
to appropriately compensate our executives based on
performance and the existing competitive environment. The
STIP and LTIP programs are performance-based and have
historically been intended to be fully deductible under
Section 162(m). The exemption from Section 162(m)’s deduction
limit for performance-based compensation has been repealed,
effective for taxable years beginning after December 31, 2017,
such that compensation paid to our covered executive officers in
excess of $1 million will not be deductible unless it qualifies for
transition relief applicable to certain arrangements in place as of
November 2, 2017.

Despite our efforts in the past to structure annual cash
incentives in a manner intended to be exempt from
Section 162(m) and, therefore, not subject to its deduction
limits, because of ambiguities and uncertainties as to the
application and interpretation of Section 162(m) and the
regulations issued thereunder, including the uncertain scope of
the transition relief under the legislation repealing
Section 162(m)’s exemption from the deduction limit, no
assurance can be given that compensation intended to satisfy
the requirements for exemption from Section 162(m) in fact will.

Neenah, Inc.

2021 Proxy Statement | 29

Further, the Compensation Committee reserves the right to
modify compensation that was initially intended to be exempt
from Section 162(m) if it determines that such modifications are
consistent with our business needs.

Stock Ownership Guidelines
The Compensation Committee has adopted stock ownership
guidelines to foster long-term stock holdings by company
leadership. These guidelines create a strong link between
stockholders’ and management’s interests. NEOs are required to
own a designated multiple of their respective base salary. The
multiples for each NEO are as follow:

Name

Julie A. Schertell

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

Stock Ownership Multiple
of Base Salary

Each NEO is required to hold at least 50% of vested shares until
they reach the ownership guidelines. The following holdings are
counted toward fulfilling guidelines, with each being valued using
our stock price as of December 31 of each year: (i) stock held in
the 401(k) Plan, other deferral plans, outright, or in brokerage
accounts, (ii) RSUs earned but not vested or not paid out, and
(iii) ‘in the money’ value of vested or unvested stock options
and SARs.

CEO Pay Ratio
Under Section 953(b) of the Dodd Frank Wall Street Reform and
Consumer Protection Act and Item 402(u) of Regulation S-K, the
Company is required to provide the ratio of the annual total
compensation of its Chief Executive Officer, Ms. Schertell, to the
annual total pay of the median employee of the Company (the
‘‘Pay Ratio Disclosure’’). In 2019, the Company calculated the
median compensation of all employees of the Company and its
consolidated subsidiaries, which included employees located in
the United States, Germany, The Netherlands, and England to
be $56,116. Ms. Schertell’s total compensation in 2020 for
purposes of the Pay Ratio Disclosure was $2,530,027. Based on
this information, the ratio of the compensation of the Chief
Executive Officer to the median annual total compensation of all
other employees for purposes of the 2020 Pay Ratio Disclosure
was estimated to be 45 to 1.

The Pay Ratio Disclosure above was calculated in accordance
with SEC rules based upon the Company’s reasonable judgment

and assumptions using the methodology described below. The
SEC rules do not specify a single methodology for identification
of the median employee or calculation of the Pay Ratio
Disclosure and other companies may use assumptions and
methodologies that are different from those used by the
Company in calculating their Pay Ratio Disclosure. Accordingly,
the pay ratio disclosed by other companies may not be
comparable to the Company’s Pay Ratio Disclosure above. The
Company’s methodology for calculating the Pay Ratio Disclosure
included the following:

•

Reviewed total annual cash earnings of all employees on
December 31, 2018 for our 2018 fiscal year. This included
both base pay and any overtime/premium pay earned by
each employee in 2018.

Permanent employee hours were annualized if they did not
work a full year (i.e. someone working a 20-hour workweek
would be annualized at 1,040 hours a year, and someone full
time would be annualized at 2,080 hours a year). Temporary
and seasonal employees were not annualized if they did not
work a full year.

• We identified the median employee based on total 2018
annualized earnings and then captured all 2019 pay
components under the summary compensation table for
such identified employee to compare to the Chief Executive
Officer

•

Currency used to convert pay was determined as of
December 31, 2019 at 1.1215 USD to 1 EUR.

Clawback Policy
The Compensation Committee adopted a ‘‘clawback policy’’ for
all executives and other employees participating in our STIP
program concerning the payment of STIP payments and
long-term equity grants under the LTIP program. This policy
gives the Board the authority to reclaim certain overstated
payments made to Neenah employees due to materially
inaccurate results presented in the Company’s audited financial
statements or if the Board concludes that such employee
engaged in improper conduct.

Compensation Committee Interlocks and Insider Participation
The following directors served on the Compensation Committee
during 2020: Ms. Dano, Mr. Lucas, Mr. Thene and Dr. Wood.
Dr. Wood will not stand for re-election as a member of the
Board of Directors at the 2021 Annual Meeting and will cease to
be a member of the Compensation Committee at that time.
None of the members of the Compensation Committee was an
officer or employee of Neenah during 2020 or any time prior
thereto, and none of the members had any relationship with
Neenah during 2020 that required disclosure under Item 404 of
Regulation S-K. None of our executive officers serves as a
member of the board of directors or compensation committee

Neenah, Inc.

2021 Proxy Statement | 30

of any entity that has one or more of its executive officers
serving as a member of our Board of Directors or Compensation
Committee.

buying or selling puts or calls or other derivative securities of
Neenah. Directors and officers are also prohibited from holding
Neenah securities in a margin account or pledging Neenah
securities as collateral for a loan.

Policies against Hedging and Pledging Securities
Our insider trading policy provides that directors, officers and
employees are prohibited from engaging in short sales and

Neenah, Inc.

2021 Proxy Statement | 31

COMPENSATION COMMITTEE REPORT

The Compensation Committee oversees Neenah’s compensation
policies and programs on behalf of the Board. In fulfilling this
responsibility, the Compensation Committee has reviewed and
discussed with Neenah’s management the Compensation
Discussion and Analysis included in this Proxy Statement. In
reliance on such review and discussions, the Compensation
Committee recommended to Neenah’s Board of Directors that
the Compensation Discussion and Analysis be included in this

Proxy Statement and in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020.

Stephen M. Wood, Chair

Compensation Committee:
•
• Margaret S. Dano
Timothy S. Lucas
•
Tony R. Thene
•

Neenah, Inc.

2021 Proxy Statement | 32

ADDITIONAL EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table
The following table reflects compensation paid to or earned by our NEOs for services rendered during 2020, 2019, and 2018:

Name

Year

Salary
($)(1)

Bonus($)

Stock
Awards
($)(2)

Option
Awards
($)(3)

Incentive
Plan
($)(4)

Pension
Value
($)(5)

All Other
Compensation
($)(6)

Total
($)

Non-Equity Change in

O’Donnell (ret.)

2020

398,669

2019

863,000

2018

830,000

Schertell

2020

673,333

2019

460,000

2018

415,000

—

1,725,971

1,781,928

—

89,700

516,506

1,310,184

498,004

186,750

1,369,332

427,425

—

415,056

111,780

270,736

108,006

67,860

—

108,862

2,323,202

104,260

3,265,694

138,182

2,963,120

72,306

2,530,027

54,155

1,053,360

53,999

915,601

Lind (ret.)

2020

309,773

20,000

445,207

DeSantis

Racki

Rickheim

Benz

2019

435,000

2018

410,000

2020

296,627

2020

391,667

2019

377,000

2018

326,750

—

2020

353,479

2019

310,000

2018

248,438

—

137,539

875,753

13,265

1,801,537

173,565

332,092

14,650

1,404,378

449,071

291,322

110,696

61,500

121,523

22,080

1,017,121

718,879

307,067

291,903

—

142,678

159,408

227,143

146,878

55,806

68,288

—

111,547

130,787

103,075

240,166

208,026

61,629

26,994

26,309

—

19,600

1,177,784

49,139

907,281

37,289

933,335

41,993

639,715

20,074

923,953

34,314

758,746

27,461

648,562

26,654

390,024

2020

251,231 100,000

441,101

(1)

(2)

Amounts shown reflect actual earnings during the
applicable year and include mid-year salary adjustments.
Please see the ‘‘Compensation Discussion & Analysis’’
section of this Proxy Statement for base salary
information for each NEO as of December 31, 2020.

market value of the underlying common stock on the
date of grant. See Note 8 of Notes to Consolidated
Financial Statements included in our 2020 Annual Report
on Form 10-K for the assumptions used in valuing the
PSUs and RSUs granted.

Amounts shown reflect the aggregate grant date fair
value with respect to PSUs and RSUs granted pursuant
to the 2004 Omnibus Plan and 2018 Omnibus Plan. The
amounts represent the grant date fair value of the PSU
and RSU awards in accordance with ASC 718. The grant
date fair value of the stock awards is equal to the fair

(3)

Amounts shown reflect the aggregate grant date fair
value with respect to SARs granted pursuant to the
2004 Omnibus Plan and 2018 Omnibus Plan. The
amounts represent grant date fair value of the SARs in
accordance with ASC 718. The grant date fair value of
the SAR awards is determined using the Black-Scholes

Neenah, Inc.

2021 Proxy Statement | 33

(4)

(5)

option valuation model. See Note 8 of Notes to
Consolidated Financial Statements included in our 2020
Annual Report on Form 10-K for the assumptions used
in valuing the SARs granted.

Amounts shown reflect annual performance bonuses
earned in the fiscal year and paid in the following year.
2020 amounts are described in detail in the portion of
our ‘‘Compensation Discussion and Analysis’’ captioned
‘‘2020 Annual Performance Bonus Awards.’’

Change in Pension Value and Non-qualified Deferred
Compensation Earnings. Amounts shown reflect the
aggregate change during the year in the actuarial
present value of accumulated benefit under our Pension
Plan and Supplemental Pension Plan. The large variability
in value year-to-year is caused, for the most part, by
changes in the discount rates used to calculate the
value from year-to-year, and not any increase or change
in the pension plan for any individual NEO. Messrs. Racki,
Benz, O’Donnell, Rickheim, DeSantis and Ms. Schertell
do not participate in either the Pension Plan or
Supplemental Pension Plan.

(6)

‘‘All Other Compensation’’ includes Neenah’s
contribution to the 401(k) Plan and Supplemental RCP

account of our NEOs as follows (as further disclosed on
page 42 of this Proxy Statement):

Name

John P. O’Donnell (ret.)

Julie A. Schertell

Paul F. DeSantis
Byron J. Racki

Michael W. Rickheim
Noah S. Benz

Year

2020
2019
2018
2020
2019
2018
2020
2020
2019
2018
2020
2020
2019
2018

Amount ($)

106,562
98,260
120,291
71,256
49,955
49,535
17,100
47,254
36,464
34,788
15,074
34,312
27,460
24,910

The amounts in the ‘‘All Other Compensation’’ column also
include the following categories of perquisites: annual physicals,
tax preparation, financial planning and spousal travel to attend
the Company’s August 2018 Board of Directors meeting.

Neenah, Inc.

2021 Proxy Statement | 34

2020 Grants of Plan Based Awards
The following table contains information relating to the plan based awards grants made in 2020 to our NEOs under the 2018
Omnibus Plan and is intended to supplement the ‘‘Summary Compensation Table’’ listed above:

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)

All Other
Stock
Awards(3)

# of
Securities
Underlying
Stock
Target Maximum Threshold Target Maximum Awards

($)

(#)

Grant
Date

Threshold
($)

Grant
Date
Fair
Value of
Stock
Awards
($)

776,700 1,553,400

800,000 1,600,000

261,000

522,000

276,000

632,500

188,500

431,665

157,500

315,000

180,500

361,000

2/4/2020
2/4/2020
2/4/2020
2/4/2020
2/4/2020
5/21/2020
5/21/2020
2/4/2020
10/1/2020
5/20/2020
5/20/2020
5/20/2020
2/4/2020
2/4/2020
2/4/2020
4/6/2020
4/6/2020
4/6/2020
2/4/2020
2/4/2020
2/4/2020

7,285

14,570

6,048

12,096

6,707

13,414

2,602

5,204

3,407

6,814

2,035

4,070

24,949

1,725,972(4)

4,857

4,032

523,680
336,007
309,658(5)
199,987(6)

4,716

326,253

8,942

1,735

7,265

1,357

318,903(7)
399,976(8)

187,039
120,027

150,065(9)
291,036(10)

146,289
93,877

Name

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

Plan

STIP
RSU
STIP
PSU
RSU
PSU
RSU
STIP
RSU
STIP
PSU
RSU
STIP
PSU
RSU
STIP
PSU
RSU
STIP
PSU
RSU

(1)

Reflects the range of potential annual incentive bonus
payments that could have been earned by each NEO
under Neenah’s STIP in 2020. The actual bonuses
earned in 2020 are reflected in the ‘‘Summary
Compensation Table’’ above under the caption
‘‘Non-Equity Incentive Plan Compensation.’’ For more
information regarding annual incentive bonus
opportunities, see the discussion in the ‘‘Compensation
Discussion and Analysis’’ section of this Proxy
Statement.

(2)

Reflects the range of potential PSUs that may be earned
by each NEO based on the Company’s level of

achievement of performance goals during the three-year
performance period ending December 31, 2022. For
more information regarding the PSUs, including how the
number of PSUs awarded was determined and the
vesting terms applicable to such units, see the
discussion in the ‘‘Compensation Discussion and
Analysis’’ section of this Proxy Statement.

(3)

The RSUs vest in increments of 33.34%, 33.33% and
33.33% over a three-year period, with vesting occurring
on the first, second, and third anniversary of the date of
grant.

Neenah, Inc.

2021 Proxy Statement | 35

(9)

(10)

Includes 3,407 sign-on PSUs granted to Mr. Rickheim in
April 2020 which vest at the end of the three-year
performance period ending on December 31, 2022.

Includes 7,265 sign-on RSUs granted to Mr. Rickheim in
April 2020 which 4,993 RSUs vest on April 6, 2023 and
2,272 RSUs vest in increments of 33.34%, 33.33% and
33.33% over a three-year period, with vesting occurring
on the first, second, and third anniversary of the date of
grant.

(4)

(5)

(6)

(7)

(8)

Award pro-rated based on retirement date.

The PSUs vest at the end of the three-year
performance period ending on December 31, 2022.

The RSUs vest in increments of 33.34%, 33.33% and
33.33% over a three-year period, with vesting occurring
on the first, second, and third anniversary of the date of
grant.

Includes 6,707 sign-on PSUs granted to Mr. DeSantis in
May 2020 which vest at the end of the three-year
performance period ending on December 31, 2022.

Includes 8,942 sign-on RSUs granted to Mr. DeSantis in
May 2020 which 4,471 RSUs vest on May 15, 2023 and
4,471 RSUs vest in increments of 33.34%, 33.33% and
33.33% over a three-year period, with vesting occurring
on the first, second, and third anniversary of the date of
grant.

Neenah, Inc.

2021 Proxy Statement | 36

Outstanding Equity Awards at 2020 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2020.

Option Awards

Stock Awards

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying

Number of
Securities
Underlying

Number of
Securities
Underlying
Unexercised Unexercised Unexercised Option
Options (#) Options (#)
Exercise
Exercisable Unexercisable Options (#) Price ($)

Unearned

Number of
Shares or
Units or
Stock That
Have Not
Vested

Option
Expiration
Date

Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other

Market
Value of
Shares or Rights That Rights That
Units of
Stock

Have Not
Vested ($)

Have Not
Vested

Name

John P. O’Donnell
(ret.)

Julie A. Schertell

28,312
36,753
33,134

3,000
4,900
4,370
4,380
5,996
7,085
4,790

—
—
—

—
—
—
—
—
—
2,396

Bonnie C. Lind (ret.)

7,262
4,910

—
2,455

Paul F. DeSantis

Byron J. Racki

1,940
2,548
3,232
2,474

—
—
—
1,239

—
—
—

—
—
—
—
—
—
—

—
—

—
—
—
—

57.95(5)
82.15(6)
93.35(7)

01/25/2026
01/29/2027
01/29/2028

24.09(1)
31.23(2)
42.82(3)
59.72(4)
57.95(5)
82.15(6)
93.35(7)

01/24/2022
01/28/2023
01/27/2024
01/26/2025
01/25/2026
01/29/2027
01/29/2028

82.15(6)
93.35(7)

01/29/2027
01/29/2028

59.72(4)
57.95(5)
82.15(6)
93.35(7)

01/26/2025
01/25/2026
01/29/2027
01/29/2028

Michael W. Rickheim

Noah S. Benz

1,812
1,196

—
600

—
—

82.15(6)
93.35(7)

01/29/2027
01/29/2028

13,139(8)

2,495(10)

726,849
138,023

3,152(8)
13,333(9)

599(10)
5,926(11)

174,369
737,582
33,137
327,826

3,311(8)
2,830(9)

630(10)

6,707(9)
8,942(11)

183,165
156,556
34,852

371,031
494,671

2,153(8)
2,602(9)

410(10)
1,157(11)

3,407(9)
7,265(11)

119,104
143,943
22,681
64,005

188,475
401,900

1,534(8)
2,035(9)

292(10)
905(11)

84,861
112,576
16,153
50,065

Neenah, Inc.

2021 Proxy Statement | 37

(1)

(2)

(3)

(4)

(5)

(6)

(7)

These options were granted on January 25, 2012 and
vested as follows: 33.34% on January 25, 2013 and
33.33% on both January 25, 2014 and January 25, 2015.
These options were converted to SARs on July 1, 2014.

(8)

These options were granted on January 29, 2013, and
vest as follows: 33.34% on January 29, 2014 and
33.33% on both January 29, 2015 and January 29, 2016.
These options were converted to SARs on July 1, 2014.

These options were granted on January 28, 2014, and
vest as follows: 33.34% on January 28, 2015 and
33.33% on both January 28, 2016 and January 28, 2017.
These options were converted to SARs on July 1, 2014.

These SARs were granted on January 27, 2015, and vest
as follows: 33.34% on January 27, 2016 and 33.33% on
both January 27, 2017 and January 27, 2018.

These SARs were granted on January 26, 2016, and vest
as follows: 33.34% on January 26, 2017 and 33.33% on
both January 26, 2018 and January 26, 2019.

These SARs were granted on January 30, 2017, and vest
as follows: 33.34% on January 30, 2018 and 33.33% on
both January 30, 2019 and January 30, 2020.

(9)

(10)

(11)

These SARs were granted on January 30, 2018, and vest
as follows: 33.34% on January 30, 2019 and 33.33% on
both January 30, 2020 and January 30, 2021.

These PSU target levels were set on January 29, 2019
and 75% of the award was earned on December 31,
2019, based on the Company’s achievement of
performance goals during the performance period
ending December 31, 2019. This component of the
awards was granted at 67% of target as disclosed in the
‘‘Compensation Discussion and Analysis’’ section of the
2020 Proxy Statement and the market value disclosed in
this table reflects the sizing of these awards. These
PSUs are subject to a two-year continued service
requirement after the one-year performance period,
subject to certain exceptions. The remaining 25% of the
grant is subject to a three-year performance period
ending December 31, 2021.

These PSU target levels were set on February 4, 2020
and are subject to a three-year performance period
ending December 31, 2022.

These RSUs were granted on January 29, 2019, and vest
on December 31, 2021.

These RSUs were granted on January 29, 2020, and vest
as follows: 33.33% on both December 31, 2021 and
December 31, 2022.

Neenah, Inc.

2021 Proxy Statement | 38

Option Exercises and Stock Vested in 2020
The following table sets forth information regarding stock options or SARs exercised and stock awards vested for our NEOs during
2020:

Name

John P. O’Donnell (ret.)

Julie A. Schertell

Bonnie C. Lind (ret.)

Paul F. DeSantis

Byron J. Racki

Michael W. Rickheim

Noah S. Benz

Option Awards

Stock Awards(1)

Number of
Shares
Acquired on
Exercise (#)

Value
Realized on
Exercise
($)

Number of
Shares
Acquired on
Vesting (#)

Value
Realized
on Vesting
($)(2)

20,119(3)

1,132,595

4,644

260,690

6,454(3)

360,916

1,530

86,372

1,016

57,175

(1)

(2)

(3)

These shares represent the vesting of (i) PSUs granted to each of our NEOs in January 2018 and which vested on
December 31, 2020 after a one-year performance and two-year holding period, (ii) PSUs granted to each of our NEOs in
January 2018 and which vested on December 31, 2020 after a three-year performance period, and (iii) RSUs granted to each
of our NEOs in January 2020 and which vested 33.34% on December 31, 2020.

Reflects the market value of the shares on the vesting date.

Reflects shares that vested upon retirement.

Pension Plans
The Neenah Pension Plan is a broad-based, tax-qualified defined
benefit pension plan, which provides a benefit upon retirement
to eligible employees of the Company. The Neenah
Supplemental Pension Plan is a non-qualified defined benefit
pension plan which covers pay and benefits above the qualified
limits in the Pension Plan. The compensation covered by these
defined benefit plans includes the salary and non-equity
incentive payments set forth above in the ‘‘Summary
Compensation Table’’. Under our Pension Plan, an employee is
entitled to receive an annual standard benefit based on years of
service and integrated with social security benefits. The Internal
Revenue Code generally places limits on the amount of pension
benefits that may be paid from the tax-qualified Pension Plan.
However, we will pay any participant in our Supplemental
Pension Plan the amount of the benefit payable under the
Pension Plan that is limited by the Code.

Retirement benefits for participants in the Pension Plan who
have at least five years of service may begin on a reduced basis
at age 55 or on an unreduced basis at the normal retirement

age of 65. Unreduced benefits also are available (i) for
participants with ten years of service at age 62 or as early as
age 60 with thirty years of service, and (ii) as described below,
for certain involuntary terminations. None of our other NEOs
currently is eligible for retirement under our Pension Plan or
Supplemental Pension Plan.

The normal form of benefit is a single-life annuity payable
monthly and other optional forms of benefit are available
including a joint and survivor benefit. Accrued benefits under our
Supplemental Pension Plan will, at the participant’s option, either
be paid as monthly payments in the same form as the
retirement payments from the Pension Plan or as an actuarially
determined lump sum payment upon retirement after age 55.

For a discussion of how we value these obligations and the
assumption we use in that valuation, see Note 9 of Notes to
Consolidated Financial Statements included in our 2019 Annual
Report on Form 10-K. For purposes of determining the present
value of accumulated benefits, we have used the normal
retirement age under the plans, which is 65.

Neenah, Inc.

2021 Proxy Statement | 39

2020 Pension Benefits
The following table sets forth information as of December 31, 2020 regarding accumulated benefits to our NEOs under our Pension
Plan and Supplemental Pension Plan:

Name(1)

Plan Name

Number of Years
Credited Service

Present Value of
Accumulated Benefit ($)(2)

Bonnie C. Lind (ret.)

Neenah Pension Plan

38.8(3)

Neenah Supplemental Pension Plan

38.8(3)

2,554,413

3,680,546

(1)

(2)

Messrs. O’Donnell, DeSantis, Racki, Rickheim, Benz and Ms. Schertell do not participate in the Pension Plan or Supplemental
Pension Plan.

For a description of the assumptions applied in determining the present value of accumulated benefits reported above, see
Note 7 of Notes to Consolidated Financial Statements included in our 2020 Annual Report on Form 10-K.

(3)

Includes years of service credited for employment with Kimberly-Clark prior to Neenah’s spin off.

2020 Non-qualified Deferred Compensation
The Supplemental RCP is a non-qualified excess benefit and
supplemental retirement plan pursuant to which the Company
provides additional retirement benefits to certain highly
compensated employees. These Company contributions are
intended to provide contributions to those individuals whose
benefits under tax-qualified programs are restricted by the
limitations permitted by the Internal Revenue Code.
Contributions are held for each participant in either an excess
benefit or supplemental benefit unfunded separate account.
Participant accounts are credited with earnings, gains, and losses
based on the rate of return of investment funds selected by the
participant, which the participant may elect to change in
accordance with the participant’s elections under the
Supplemental RCP. Payments can be tied to termination of
employment, including retirement, and would be paid in lump
sum.

If a participant dies before receiving the full value of their
account balance, the participant’s beneficiary would receive the
remainder of the benefit in one lump sum payment. All accounts
would be distributed promptly following a change in control,
subject to a 10% reduction in a current participant’s account
and a 5% reduction in an account for a retired participant.

Ms. Lind does not participate in the Supplemental RCP due to
her participation in the Pension Plan and Supplemental Pension
Plan.

The Deferred Compensation Plan enables our executive officers
to defer a portion of annual cash compensation (base salary and
non-equity awards under our STIP). This plan is intended to
assist our executive officers in maximizing the value of the
compensation they receive from the Company and assist in their
retention.

Neenah, Inc.

2021 Proxy Statement | 40

NEO participation in the Supplemental RCP and the Deferred Compensation Plan in 2020 was as follows:

Name(1)

John P. O’Donnell (ret.)

Julie A. Schertell

Byron J. Racki

Noah S. Benz

Executive
Contributions
in last
Fiscal Year(2)

Company
Contributions
in last
Fiscal Year(3)

Aggregate
Earnings
in last
Fiscal Year

Aggregate
Withdrawal/
Distributions

—

$75,140

$98,098

$41,259

$47,387

$21,532

$26,916

$12,867

$ 9,654

—

Aggregate
Balance
at Last
Fiscal Year

$1,211,448

$ 392,188

$ 150,172

61,615

(1)

(2)

(3)

Messrs. Rickheim and DeSantis and Ms. Lind did not participate in the Supplemental RCP in 2020.

None of our NEOs elected to defer compensation in 2020 under the Deferred Compensation Plan.

Amounts included ‘‘All Other Compensation’’ column of the ‘‘Summary Compensation Table’’ for 2020.

Potential Payments Upon Termination
We do not have employment agreements or other individual
arrangements with our NEOs that provide for specific benefits
upon a termination of employment. In general, upon termination
of employment, an executive officer will receive compensation
and benefits for which he or she has already vested. This
includes accrued but unpaid salary, accrued and unused vacation
pay, and payments and benefits accrued under our broad-based
benefit programs. The following section describes certain
payments and benefits that would be payable to our NEOs in
the event of their involuntary termination in connection with a
change in control of Neenah or other involuntary termination

The 2017 Executive Severance Plan provides NEOs certain
severance benefits both upon termination of employment
following a change in control of Neenah and outside of a change
in control. The 2017 Executive Severance Plan also categorize
the participating executives as either ‘‘Tier 1,’’ ‘‘Tier 2,’’ or
‘‘Tier 3’’ participants in order to provide varying benefit amounts
to the different executives. All NEOs are Tier 1 participants
under the 2017 Executive Severance Plan.

Upon termination of an executive’s employment by Neenah
without ‘‘cause’’ outside of a change in control of Neenah, such
terminated NEO will be entitled to an amount equal to one and
one-half times his or her base salary. Upon termination of an
executive’s employment by Neenah without ‘‘cause’’ within the

two-year period following a change in control, or by the
executive for ‘‘good reason’’ within the two-year period following
a change in control, the 2017 Executive Severance Plan provides
that such NEO will be entitled to the sum of (i) two times the
sum of his or her annual base salary, (ii) the amount of bonus
under Neenah’s STIP that he or she has earned through the
date of the change in control, plus two times his or her targeted
annual bonus, (iii) any profit-sharing contributions or pension
plan benefits forfeited as a result of such termination, (iv) the
amount of profit-sharing contributions and pension plan benefits
such participant would have received under the qualified and
supplemental retirement plans but for his or her termination for
the two-year period following his or her termination, and (v) the
cost of medical and dental COBRA premiums for a period of two
years. In addition, such NEO will be fully vested in his or her
account under the Deferred Compensation Plan and any awards
granted under the 2004 Omnibus Plan or the 2018 Omnibus
Plan. Excise tax gross up payments are not included as a part of
the 2017 Executive Severance Plan.

In addition, upon termination of an NEO’s employment by
Neenah at any time without ‘‘cause’’ or by the NEO for ‘‘good
reason’’ within the two-year period following a change in control,
the NEO will be eligible to receive reimbursement for
outplacement service costs for a period of two years for an
amount not to exceed $50,000.

Neenah, Inc.

2021 Proxy Statement | 41

The following table shows the payments that would be made to each of our NEOs under the 2017 Executive Severance Plan in
connection with a change in control termination as of December 31, 2020:

Payments(1)

Severance(2)

Julie A.
Schertell

Paul F.
DeSantis

Byron J.
Racki

Michael W.
Rickheim

Noah S.
Benz

$3,040,000

$1,650,000

$1,280,000

$1,120,000

$1,083,000

Prorated Non-Equity Incentive Payment(3)

—

Unvested Restricted Stock(4)

$ 360,963

$ 494,671

Unvested PSU Component I(5)

$ 116,449

86,631

$ 401,900

79,550

66,218

56,703

Unvested PSU Component II(6)

$ 818,735

$ 377,336

$ 191,019

$ 193,279

$ 146,433

Retirement Benefit Payment(7)

Welfare Benefit Values(8)

Outplacement

$ 246,669

40,396

50,000

68,278

50,000

82,269

52,864

50,000

51,438

40,396

50,000

77,094

56,342

50,000

Aggregate Payments

$4,673,212

$2,640,285

$1,822,333

$1,857,013

$1,535,790

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Mr. O’Donnell and Ms. Lind were not employed with the Company as of December 31, 2020.

Severance payment equal to two times the sum of the executive’s annual base salary at the time of the termination, plus
two times the target STIP bonus.

The Target Non-Equity Incentive Payment is prorated for the number of days in the calendar year prior to termination. Since
the assumed termination is December 31, 2020, the Non-Equity Incentive Payment for 2020 would have been earned and
paid to the executives and would not be payable under the 2017 Executive Severance Plan.

Total value of unvested Restricted Stock that would become vested upon a change in control assuming a share price of
$55.32 and a change in control date of December 31, 2020.

All actual and unearned Component I PSUs vest upon a change in control event.

Amounts are based on target 2019 Component II PSU grants. Amounts include grants under the 2020 LTIP.

Actuarial value attributable to retirement benefits.

Estimated value associated with the continuation of medical and dental for two years post-termination.

Neenah, Inc.

2021 Proxy Statement | 42

AUDIT RELATED MATTERS

AUDIT COMMITTEE REPORT
The Audit Committee assists the Board of Directors in fulfilling
its oversight responsibilities relating to the accuracy and
integrity of Neenah’s financial reporting, including the
performance and the independence of Neenah’s independent
registered public accounting firm, Deloitte & Touche LLP
(‘‘Deloitte’’). Our Board of Directors adopted an Audit
Committee Charter, which sets forth the responsibilities of the
Audit Committee. The charter is available on our website at
. The Audit Committee reviewed and discussed
www.neenah.com
with management and Deloitte our audited financial statements
for the fiscal year ended December 31, 2020. The Audit
Committee also discussed with Deloitte the matters required to
be discussed under Public Company Accounting Oversight Board
(‘‘PCAOB’’) Auditing Standards No. 1301, Communications with
Audit Committees.

The Audit Committee received the written disclosures and other
communications from Deloitte that are required by the
applicable requirements of the PCAOB regarding Deloitte’s
communications with the Audit Committee, which included
independence considerations. The Audit Committee reviewed
the audit and non-audit services provided by Deloitte for the
fiscal year ended December 31, 2020 and determined to engage
Deloitte as the independent registered public accounting firm of
Neenah for the fiscal year ending December 31, 2021.

The Audit Committee also received and reviewed a report by
Deloitte outlining communications required by NYSE listing
standards describing: (1) the firm’s internal quality control
procedures; (2) any material issue raised by a) the most recent
internal quality control review of the firm, b) peer review of the
firm, or c) any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with issues; and (3) (to assess
Deloitte’s independence) all relationships between Deloitte and
us.

In reliance upon the Audit Committee’s review of the audited
financial statements, the discussions noted above, and Deloitte’s
report, the Audit Committee recommended to the Board of
Directors, and the Board of Directors approved, that the audited
financial statements be included in our Annual Report on
Form 10-K for the year ended December 31, 2020 for filing with
the SEC.

Timothy S. Lucas, Chair
Philip C. Moore
Stephen M. Wood

Audit Committee:
•
•
•
• William M. Cook
•

Donna M. Costello

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
AND SERVICES
Aggregate Fees for professional services rendered for us by
Deloitte & Touche LLP, the member firms of Deloitte Touche
and Tohmatsu and their respective affiliates as of or for the
fiscal years ended December 31, 2020 and December 31, 2019
are set forth below. The aggregate fees included in the Audit
category are fees billed for the fiscal year for the integrated
audit of our annual financial statements and review of statutory
and regulatory filings. The aggregate fees included in each of the
other categories are fees billed in the fiscal years.

Audit Fees were for professional services rendered for the audit
of our annual consolidated financial statements including the
audit of our internal control over financial reporting and review
of Quarterly Reports on Form 10-Q filed by us with the SEC.

2019

2020

Audit Fees

$1,927,000

$1,998,000

Audit Related Fees

Tax Fees

All Other Fees

Total

$1,927,000

$1,998,000

POLICY ON AUDIT COMMITTEE PRE-APPROVAL
To avoid potential conflicts of interest in maintaining auditor
independence, the law prohibits a publicly traded company from
obtaining certain non-audit services from its independent
registered public accounting firm. The law also requires the audit
committee of a publicly traded company to pre-approve other
services provided by the independent registered public
accounting firm. Pursuant to its charter, the Audit Committee’s
policy is to pre-approve all audit and permissible non-audit
services provided by the independent registered public
accounting firm. These services may include audit services, audit
related services, tax services and other services. In its
pre-approval of non-audit services, the Audit Committee
considers, among other factors, the possible effect of the
performance of such services on the auditor’s independence.

The Audit Committee may delegate pre-approval authority to a
member of the Audit Committee. The decisions of any Audit
Committee member to whom pre-approval authority is
delegated shall be presented to the full Audit Committee at its
next scheduled meeting. The Audit Committee pre-approved all
services performed by the independent registered public
accounting firm in fiscal 2020 and fiscal 2019, including those
services described in the table above under the captions ‘‘Audit
Fees’’.

Neenah, Inc.

2021 Proxy Statement | 43

ELECTION OF DIRECTORS (ITEM 1)

BOARD
APPROVED
NOMINEES

The Board unanimously recommends that the stockholders vote “FOR” the proposal to
elect Margaret S. Dano and Donna M. Costello as Class II directors for a three-year term
expiring at the 2024 Annual Meeting of Stockholders and until their successors have
been duly elected and qualiﬁed.

The Board currently consists of eight members divided into one
class of two directors (Class III) and two classes of three
directors (Classes I and II). The directors in each class serve
three-year terms, with the terms of the Class II directors
expiring at the 2021 Annual Meeting.

The Board has nominated Margaret S. Dano and Donna M.
Costello, each a current Class II director, for re-election at the
2021 Annual Meeting. If re-elected, the nominees will serve a
three-year term expiring at the 2024 Annual Meeting of
Stockholders and until their successor has been duly elected and
qualified. Each of the nominees has consented to serve another
term as a director if re-elected.

If any of the nominees should be unavailable to serve for any
reason (which is not anticipated), the Board may designate a
substitute nominee or nominees (in which event the persons
named on the enclosed proxy card will vote the shares
represented by all valid proxy cards for the election of such
substitute nominee or nominees), allow the vacancies to remain
open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors.

On February 3, 2021, Stephen M. Wood delivered notice to the
Board of his intent to not stand for re-election as Class II
director at the Company’s 2021 Annual Meeting. The Board has
not made any nominations and does not currently intend to fill
this Class II vacancy at this time. Accordingly, immediately

10MAR202109145766

following the 2021 Annual Meeting, the Board will consist of
seven members divided into two classes of two directors
(Classes II and III) and one class of three directors (Class I).

If any incumbent nominee for director in an uncontested
election should fail to receive the required affirmative vote of
the holders of a majority of the shares represented and entitled
to vote at the Annual Meeting, under Delaware law the director
remains in office as a ‘‘holdover’’ director until his or her
successor is elected and qualified or until his or her earlier
resignation, retirement, disqualification, removal from office or
death. In the event of a holdover director, the Board of Directors
in its discretion may request the director to resign from the
Board. If the director resigns, the Board of Directors may
immediately fill the resulting vacancy, allow the vacancy to
remain open until a suitable candidate is located and appointed,
or adopt a resolution to decrease the authorized number of
directors.

This Proxy Statement contains certain information as of
March 26, 2021, regarding the nominees and each director
continuing in office, including their ages, principal occupations
(which have continued for at least the past five years unless
otherwise noted), current Board experience and participation,
and how the background, experience, and qualification of each
nominee and director make them well suited to serve on
Neenah’s Board.

Neenah, Inc.

2021 Proxy Statement | 44

ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)

BOARD
APPROVED
COMPENSATION

The Board of Directors unanimously recommends that the stockholders vote
“FOR” the approval of the Company’s executive compensation.

Section 14A of the Exchange Act requires that we include in this
Proxy Statement a non-binding stockholder vote on our
executive compensation as described in this Proxy Statement
(commonly referred to as ‘‘Say-on-Pay’’).

We encourage stockholders to review the ‘‘Compensation
Discussion and Analysis’’ (‘‘CD&A’’) section of this Proxy
Statement. Our executive compensation program has been
designed to pay-for-performance and align our compensation
programs with business strategies focused on long-term growth
and creating value for stockholders while also paying
competitively and focusing on total compensation.

The Company’s executive compensation programs are designed
to attract, motivate, and retain highly qualified executive officers
who are able to achieve corporate objectives and create
stockholder value. The Compensation Committee believes the
Company’s executive compensation programs reflect a strong
pay-for-performance philosophy and are well aligned with the
stockholders’ long-term interests without promoting excessive
risk. We feel this design is evidenced by the following:

A majority of our executives’ compensation is directly linked
to our performance and the creation of stockholder value.
The overall compensation mix is targeted to include at least
50% performance-based compensation for the NEOs with a
higher percentage of our CEO’s compensation being
performance-based. In 2020, 74% of our CEO’s
compensation was performance-based at target levels.

10MAR202109145901

performance in corporate EBITDA, liquidity and the
successful execution of strategic objectives.

• We have meaningful stock ownership requirements for our

NEOs.

• We do not have employment agreements or other individual
arrangements with our NEOs that provide for a specified
term of employment, compensation terms, or specific
benefits upon a termination of employment.

•

Benefits under our 2017 Executive Severance Plan in
connection with a change in control are payable only on a
double-trigger basis (i.e., following both a change in control
and a qualifying termination of employment).

The Compensation Committee is advised by an independent
compensation consultant who keeps the Committee
apprised of developments and best practices.

The Company has a clawback policy which allows the
Company to recoup awards if payment or vesting was based
on financial criteria that are later deemed to be materially
inaccurate or if the Board concludes that such employee
engaged in improper conduct.

In 2017, the Compensation Committee amended the
Company’s executive severance plan to remove the excise
tax gross up provision.

Our long-term incentive awards are exclusively in the form
of PSUs and RSUs and all of our incentive plans have
capped payouts

The Board strongly endorses the Company’s executive
compensation program and recommends that stockholders vote
in favor of the following resolution:

LTIP grants are split with 60% of the total value of the
awards granted as PSUs with a three-year vesting and
three-year performance period, and 40% as RSUs with
annual vesting equally over a three-year period. For our
PSUs, we use objective performance metrics closely tied to
financial performance and stockholder value, such as
maintaining an attractive return on invested capital,
corporate revenue growth, free cash flow as a percentage of
net sales, and relative total stockholder return.

Our short-term incentive plan (STIP) also is based on a pay
for performance philosophy, with target bonus opportunities
ranging from 50% to 90% of base salary based on
improvements in corporate and business unit profits and
successful execution of strategic objectives. In 2020, NEOs
received a payment 74% of target as a result of

RESOLVED, that the stockholders approve the
compensation of the Company’s named executive officers
as described in this proxy statement under ‘‘Executive
Compensation’’, including the Compensation Discussion and
Analysis and the tabular and narrative disclosure contained
in this proxy statement.

Because the vote is advisory, it will not be binding upon the
Board of Directors or the Compensation Committee and neither
the Board of Directors nor the Compensation Committee will be
required to take any action as a result of the outcome of the
vote on this proposal.

The Compensation Committee will consider the outcome of the
vote when considering future executive compensation
arrangements.

Neenah, Inc.

2021 Proxy Statement | 45

•

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)

BOARD
APPROVED
ACCOUNTING FIRM

The Board of Directors unanimously recommends that the stockholders vote
“FOR” the proposal to ratify the appointment of Deloitte & Touche, LLP as our
independent registered public accounting ﬁrm.

10MAR202109145613

The Audit Committee and the Board unanimously
recommend that the stockholders vote ‘‘FOR’’ the proposal
to ratify the appointment of Deloitte & Touche, LLP as our
independent registered public accounting firm.

The Audit Committee of our Board of Directors, in accordance
with its charter and authority delegated to it by the Board, has
appointed the firm of Deloitte & Touche LLP to serve as our
independent registered public accounting firm for the fiscal year
ending December 31, 2021. As a matter of good corporate
practice, the Board has directed that such appointment be
submitted to our stockholders for ratification at the 2021 Annual
Meeting. Deloitte & Touche LLP has served as our independent

registered public accounting firm since our spin-off in November
2004 and is considered by our Audit Committee to be well
qualified. If the stockholders do not ratify the appointment of
Deloitte & Touche LLP, the Audit Committee will reconsider the
appointment. Even if the stockholders ratify the appointment,
the Audit Committee, in its discretion, may appoint a different
independent auditor at any time during the year if the Audit
Committee determines that such a change would be in the best
interests of Neenah and its stockholders.

Representatives of Deloitte & Touche LLP will be present at the
2021 Annual Meeting. They will be available to respond to
appropriate questions from stockholders.

Neenah, Inc.

2021 Proxy Statement | 46

FAQ: ANNUAL MEETING AND VOTING

When and where is the Annual Meeting?

When: Thursday, May 20, 2021, at 3:00 p.m. EDT

Where:

www.virtualshareholdermeeting.com/NP2021

Who is entitled to vote at the Annual Meeting?

You are entitled to vote at the Annual Meeting if you owned our
common stock, par value $0.01 per share, as of the close of
business March 26, 2021 (the ‘‘Record Date’’), with each share
entitling its owner to one vote on each matter submitted to the
stockholders. On the record date, 16,840,520 shares of common
stock were outstanding and eligible to be voted at the Annual
Meeting. The presence, in person or by proxy, of the holders of
a majority of the issued and outstanding shares of our common
stock is necessary to constitute a quorum at the 2021 Annual
Meeting.

is recommended that you follow the voting instructions on the
form you receive from your bank or brokerage firm. All properly
executed proxies received by the Company in time to be voted
at the 2021 Annual Meeting and not revoked will be voted at the
2021 Annual Meeting in accordance with the directions noted on
the proxy card. If any other matters properly come before the
2021 Annual Meeting, the persons named as proxies will vote
upon such matters according to their judgment.

We are also sending the Notice and voting materials to
participants in various employee benefit plans of the Company.
The trustee of each plan, as the stockholder of record of the
shares of common stock held in the plan, will vote whole shares
of stock attributable to each participant’s interest in the plan in
accordance with the directions the participant gives or, if no
directions are given by the participant, in accordance with the
directions received from the applicable plan committees.

How do I vote at the Annual Meeting?

Can I change my vote?

You may vote at the Annual Meeting or by proxy. We
recommend you vote by proxy even if you plan to attend the
2021 Annual Meeting. You can always change your vote at the
meeting.

Giving us your proxy means you authorize us to vote your
shares at the 2021 Annual Meeting in the manner you direct.

If your shares are held in your name, you can vote by proxy in
three convenient ways:

•

13MAR202021113327

13MAR202021115837

13MAR202021114636

Via the Internet:
http://www.proxyvote.com
and follow the instructions.

Go to

By Telephone:
Call toll free
1-800-690-6903 and follow
the instructions.

Request a printed copy of the proxy

By Mail:
materials disclosed in this Proxy Statement and
complete, sign, date and return your proxy card in
the envelope included with your printed proxy
materials.

If your shares are held in street name, the availability of
telephone and Internet voting will depend on the voting
processes of the applicable bank or brokerage firm; therefore, it

Any stockholder of record delivering a proxy has the power to
revoke it at any time before it is voted at the 2021 Annual
Meeting: (i) by giving written notice to Noah S. Benz, Executive
Vice President, General Counsel and Secretary at 3460 Preston
Ridge Road, Suite 600, Alpharetta, Georgia 30005; (ii) by
submitting a proxy card bearing a later date, including a proxy
submitted via the Internet or by telephone; or (iii) by voting at
the 2021 Annual Meeting. Please note, however, that any
beneficial owner of our common stock whose shares are held in
street name may (a) revoke his or her proxy and (b) vote his or
her shares at the 2021 Annual Meeting only in accordance with
applicable rules and procedures as then may be employed by
such beneficial owner’s brokerage firm or bank.

What Proposals am I being asked to vote on at the 2021 Annual
Meeting and what is required to approve each proposal?

You are being asked to vote on three proposals:

• Proposal 1
directors;

– the election of the two nominees as Class II

• Proposal 2

– the approval, in a non-binding advisory vote, of

Neenah’s executive compensation; and

• Proposal 3

– the ratification of the appointment of our

independent public accounting firm.

Neenah, Inc.

2021 Proxy Statement | 47

In voting with regard to Proposal 1, you may vote in favor of
each nominee, against each nominee, or may abstain from
voting. A majority of the shares of common stock represented
and entitled to vote on Proposal 1 is required for the election of
each director, provided a quorum is present. Abstentions will be
considered in determining the number of votes required to
obtain the necessary majority vote for the proposal, and
therefore will have the same legal effect as votes against the
proposal.

In voting with regard to Proposals 2 and 3, you may vote in
favor of each proposal, against each proposal, or may abstain
from voting. The vote required to approve Proposals 2 and 3 is
majority of the shares of common stock represented and
entitled to vote, provided a quorum is present. Abstentions will
be considered in determining the number of votes required to
obtain the necessary majority vote for each proposal, and
therefore will have the same legal effect as votes against such
proposal.

Neenah is not aware, as of the date hereof, of any matters to
be voted upon at the 2021 Annual Meeting other than those
stated in this Proxy Statement. If any other matters are properly
brought before the 2021 Annual Meeting, your proxy gives
discretionary authority to the persons named as proxies to vote
the shares represented thereby in their discretion.

What happens if I sign, date and return my proxy card but do
not specify how to vote my shares?

If a signed proxy card is received which does not specify a vote
or an abstention, then the shares represented by that proxy
card will be voted FOR the election of all Class II director
nominees described herein, FOR the approval of the Company’s
executive compensation, and FOR the ratification of the
appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the year ending
December 31, 2021.

Why haven’t I received a printed copy of the Proxy Statement
or annual report?

We are choosing to follow the SEC rules that allow companies to
furnish proxy materials to stockholders via the Internet. If you
received a Notice of Internet Availability of Proxy Materials, or
‘‘Notice,’’ by mail, you will not receive a printed copy of the
proxy materials, unless you specifically request one. The Notice
instructs you on how to access and review all of the important
information contained in the proxy statement and annual report
as well as how to submit your proxy over the Internet. If you
received the Notice and would still like to receive a printed copy
of our proxy materials, you should follow the instructions for
re-questing these materials included in the Notice. We plan to
mail the Notice to stockholders by April 9, 2021.

What happens if I don’t return my proxy card or vote my
shares?

Who pays for the cost of this proxy solicitation?

If you hold your shares directly your shares will not be voted if
you do not return your proxy card or vote at the 2021 Annual
Meeting.

If your shares are held in the name of a bank or brokerage firm
(in ‘‘street name’’) and you do not vote your shares, your bank
or brokerage firm will only be permitted to exercise discretionary
authority to vote your shares for proposals which are considered
‘‘discretionary’’ proposals. We believe that Proposal 3 is a
discretionary proposal.

Brokers are prohibited from exercising discretionary authority for
beneficial owners who have not provided voting instructions to
the broker for proposals which are considered ‘‘non-discretionary’’
(a ‘‘broker non-vote’’). We believe Proposals 1 and 2 are
non-discretionary proposals. As such, broker non-votes will be
counted for the purpose of determining if a quorum is present,
but will not be considered as shares entitled to vote on Proposals
1 and 2, and therefore will have no effect on the outcome of
these proposals.

We will bear the cost of preparing, printing and filing the Proxy
Statement and related proxy materials. In addition to soliciting
proxies through the mail, we may solicit proxies through our
directors, officers, and employees, in person and by telephone
or email and facsimile. We expect to retain Okapi Partners LLC
to aid in the solicitation at a cost of approximately $9,500, plus
reimbursement of out-of-pocket expenses. Brokerage firms,
nominees, custodians, and fiduciaries also may be requested to
forward proxy materials to the beneficial owners of shares held
of record by them. We will pay all expenses incurred in
connection with the solicitation of proxies.

When will voting results be made available?

We will announce the final results on our website at
www.neenah.com
Form 8-K immediately following the meeting.

shortly after the 2021 Annual Meeting and on

Neenah, Inc.

2021 Proxy Statement | 48

BENEFICIAL OWNERSHIP

Directors and Executive Officers
The following table sets forth information regarding the
beneficial ownership of our common stock as of March 26, 2021
with respect to: (i) each of our directors; (ii) each of the NEOs
appearing elsewhere herein; and (iii) all executive officers and
directors as a group, based in each case on information

furnished to us by such persons. As used in this Proxy
Statement, ‘‘beneficial ownership’’ means that a person has, as
of March 26, 2021, or may have within 60 days thereafter, the
sole or shared power to vote or direct the voting of a security
and/or the sole or shared investment power to dispose of or
direct the disposition of a security.

Shares Beneficially Owned(1)

Percent of Class (2)

Name

Noah S. Benz

William M. Cook

Donna M. Costello

Margaret S. Dano

Paul F. DeSantis

Timothy S. Lucas

Philip C. Moore

Byron J. Racki

Michael W. Rickheim

Julie A. Schertell

Tony R. Thene

Stephen M. Wood

2,635(3)

8,781(4)

2,016(5)

4,900(6)

10,890(7)

21,840(8)

16,084(9)

5,990(10)

757(11)

9,447(12)

3,692(13)

26,383(14)

All directors and executive officers as a group (15 persons)

134,531(15)

(1)

(2)

(3)

Except as otherwise noted, the directors and executive
officers, and all directors and executive officers as a
group, have sole voting power and sole investment
power over the shares listed. Shares of common stock
held by the trustee of Neenah’s 401(k) Retirement Plan
for the benefit of, and which are attributable to our
executive officers, are included in the table.

An asterisk indicates that the percentage of common
stock beneficially owned by the named individual does
not exceed 1% of the total outstanding shares of our
common stock.

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021.

(4)

(5)

(6)

(7)

(8)

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021.

Mr. DeSantis joined the Company on May 13, 2020.

This total does not include 3,608 Stock Appreciation
Rights.

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021. This total
does not include 1,430 Stock Appreciation Rights.

Neenah, Inc.

2021 Proxy Statement | 49

(9)

(10)

(11)

(12)

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021.

(13)

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021.

This total does not include 11,433 Stock Appreciation
Rights.

This total does not include 36,917 Stock Appreciation
Rights.

Includes 2,016 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 26, 2021.

(14)

Mr. Rickheim joined the Company on April 6, 2020.

(15)

On July 1, 2014 the Company converted all outstanding
Stock Options to Stock Appreciation Rights which are
not included in the calculation of beneficial ownership.
Stock Appreciation Rights are disclosed in detail under
the ‘‘Outstanding Equity Awards at 2020 Fiscal
Year-End’’ section of this Proxy Statement.

Third Parties
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2020 for each
person known to us to be the beneficial owner of more than 5% of our outstanding common stock.

Name and Address of Beneficial Owner

Shares Beneficially Owned

Percent of Class

Common Stock Beneficially Owned

Blackrock, Inc.
55 East 52nd Street
New York, NY 10055

Wells Fargo & Company
420 Montgomery St.
San Francisco, CA 94163

Macquarie Investment Management Holdings, Inc
2005 Market Street
Philadelphia, PA 19103(4)

The Vanguard Group
100 Vanguard Blvd.
Malverne, PA 19355

Wellington Management Group LLP
280 Congress Street
Boston, MA 02210

2,640,988(1)

15.7%

1,896,136(2)

11.29%

1,297,052(3)

7.72%

1,032,375(5)

6.14%

1,341,015(6)

7.98%

(1)

(2)

The amount shown and the following information is
derived from the Schedule 13G filed by Blackrock, Inc.
on January 25, 2021, reporting beneficial ownership as
of December 31, 2020. Of the 2,640,988 shares
reported, Blackrock, Inc. reported sole dispositive power
over all 2,640,988 shares and sole voting power over
2,603,285 shares.

The amount shown and the following information is
derived from the Schedule 13G filed by Wells Fargo &
Company, on behalf of itself and certain subsidiaries
named therein, on February 12, 2021, reporting
beneficial ownership as of December 31, 2020. Of the

1,896,136 shares reported by Wells Fargo & Company,
the filing reported Wells Fargo & Company has sole
dispositive and voting power over 36,054 of the shares,
shared voting power with respect to 338,828 shares,
and shared dispositive power with respect to 1,860,082
of the shares. Of the 1,835,270 shares reported by
Wells Capital Management Incorporated, the filing
reported Wells Capital Management Incorporated has
shared voting power with respect to 1,759,662 of the
shares and has shared dispositive power with respect to
all 1,835,270 shares. Of the 1,404,756 shares reported
by Wells Fargo Funds Management, LLC, the filing
reported Wells Fargo Funds Management, LLC has

Neenah, Inc.

2021 Proxy Statement | 50

shared voting power with respect to 1,404,661 of the
shares and has shared dispositive power with respect to
all 1,404,756 shares.

(6)

(3)

(5)

The amount shown and the following information is
derived from the Schedule 13G filed by Macquarie
Investment Management Holdings, Inc., on behalf of
itself and certain subsidiaries named therein, on
February 12, 2021, reporting beneficial ownership as of
December 31, 2020. The filing reported 1,297,052
shares are deemed beneficially owned by Macquarie
Group Limited due to reporting person’s ownership of
Macquarie Bank Limited, Macquarie Investment
Management Holdings, Inc., Macquarie Investment
Management Business Trust, and Macquarie Investment
Management Global Limited, as further detailed on the
Schedule 13G filed by Macquarie Group Limited.

The amount shown and the following information is
derived from the Schedule 13G filed by The Vanguard
Group on February 10, 2021, reporting beneficial
ownership as of December 31, 2020. Of the 1,032,375
shares reported, The Vanguard Group reported sole
dispositive power over 1,002,448 of the shares, shared
voting power with respect to 17,489 shares, shared
dispositive power with respect to 29,927 shares, and no
sole voting power over any of the shares.

The amount shown and the following information is
derived from the Schedule 13G filed by Wellington
Management Group LLP, on behalf of itself and certain
subsidiaries named therein, on February 4, 2021,
reporting beneficial ownership as of December 31, 2020.
Of the 1,341,015 shares reported by Wellington
Management Group LLP, the filing reported Wellington
Management Group LLP has shared voting power with
respect to 1,196,317 shares and shared dispositive
power with respect to all 1,341,015 shares. Of the
1,341,015 shares shown reported by Wellington Group
Holdings LLP, the filing reported Wellington Group
Holdings LLP has shared voting power with respect to
1,196,317 shares and shared dispositive power with
respect to all 1,341,015 shares. Of the 1,341,015 shares
shown reported by Wellington Investment Advisors
Holdings LLP, the filing reported Wellington Investment
Advisors Holdings LLP has shared voting power with
respect to 1,196,317 shares and shared dispositive
power with respect to all 1,341,015 shares. Of the
1,331,531 shares reported by Wellington Management
Company LLP, the filing reported Wellington
Management Company LLP has shared voting power
with respect to 1,186,833 shares and shared dispositive
power with respect to all 1,331,531 shares.

Neenah, Inc.

2021 Proxy Statement | 51

HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF
PROXY MATERIALS
The SEC’s proxy rules permit companies and intermediaries,
such as brokers and banks, to satisfy delivery requirements for
Notices, and if applicable, the Proxy Statements and Annual
Reports, with respect to two or more stockholders sharing the
same address by delivering a single Notice to those
stockholders. This method of delivery, often referred to as
householding, should reduce the amount of duplicate
information that stockholders receive and lower printing and
mailing costs for companies. Neenah and certain intermediaries
are householding Notices, and if applicable, proxy statements
and annual reports, for stockholders of record in connection with
its 2021 Annual Meeting. This means that:

•

Only one Notice, if applicable, Proxy Statement and Annual
Report on Form 10-K for the 2021 Annual Meeting, will be
delivered to multiple stockholders sharing an address unless
you notify your broker or bank to the contrary;

You can contact Neenah by calling 678-566-6500 or by
writing to INVESTOR RELATIONS, Neenah, Inc., at 3460
Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 to
request a separate copy of the Notice, and if applicable,
Proxy Statement and Annual Report on Form 10-K for the
2021 Annual Meeting and for future meetings or, if you are
currently receiving multiple copies, to receive only a single
copy in the future or you can contact your bank or broker
to make a similar request; and

You can request delivery of a single copy of the Notice, and
if applicable, Proxy Statement and Annual Report on
Form 10-K for the 2021 Annual Meeting, from your bank or
broker if you share the same address as another Neenah
stockholder and your bank or broker has determined to
household proxy materials.

STOCKHOLDERS’ PROPOSALS FOR 2022 ANNUAL MEETING
Proposals of stockholders, excluding nominations for the Board,
intended to be presented at the 2022 Annual Meeting should be
submitted by certified mail, return receipt requested, and must
be received by us at our executive offices in Alpharetta, Georgia,
on or before December 9, 2021, the date that is 120 calendar
days prior to the first anniversary of the date that this Proxy
Statement is released to stockholders, to be eligible for inclusion
in our Proxy Statement and form of proxy relating to that
meeting and to be introduced for action at the 2022 Annual
Meeting. In the event that the date of the 2022 Annual Meeting
is changed more than thirty days from the date of this year’s
meeting, notice by stockholders should be received no later than
(i) the close of business on the later of the 150th calendar day
prior to the 2022 Annual Meeting, or (ii) the 10th calendar day
on which public announcement of the date of such meeting is
first made.

Any stockholder proposal must be in writing and must comply
with Rule 14a under the Exchange Act and must set forth (i) a
description of the business desired to be brought before the
meeting and the reasons for conducting the business at the
meeting; (ii) the name and address, as they appear on our
books, of the stockholder submitting the proposal; (iii) the class
and number of shares that are beneficially owned by such
stockholder; (iv) the dates on which the stockholder acquired
the shares; (v) documentary support for any claim of beneficial
ownership as required by Rule 14a-8; (vi) any material interest of
the stockholder in the proposal; (vii) a statement in support of
the proposal; and (viii) any other information required by the
rules and regulations of the SEC. Stockholder nominations for
the Board must comply with the procedures set forth above
under ‘‘Corporate Governance—Nomination of Directors.’’

The failure of a stockholder to deliver a proposal in accordance
with the requirements of the preceding paragraphs may result in
it being excluded from our Proxy Statement and ineligible for
consideration at the 2022 Annual Meeting. Further, the
submission of a proposal in accordance with the requirements of
the preceding paragraph does not guarantee that we will include
it in our Proxy Statement or that it will be eligible for
consideration at the 2022 Annual Meeting. We strongly
encourage any stockholder interested in submitting a proposal
to contact our Corporate Secretary in advance of the
submission deadline to discuss the proposal.

Neenah, Inc.

2021 Proxy Statement | 52

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Exchange Act and rules and regulations of
the SEC thereunder require our directors, officers, and persons
who beneficially own more than 10% of our common stock, as
well as certain affiliates of such persons, to file initial reports of
their ownership of our common stock and subsequent reports of
changes in such ownership with the SEC. Directors, officers, and
persons owning more than 10% of our common stock are
required by SEC rules and regulations to furnish us with copies
of all Section 16(a) reports they file. Based solely on our review
of the copies of such reports received by us and on information
provided by the reporting persons, we believe that during 2020,
our directors, officers, and owners of more than 10% of our
common stock complied with all applicable filing requirements.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL
MEETING
Our Board knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Stockholders
which may properly come before the Annual Meeting.

However, if any other matter should be properly presented for
consideration and vote at the Annual Meeting or any
adjournment(s) thereof, it is the intention of the persons named
as proxies on the enclosed form of proxy card to vote the
shares represented by all valid proxy cards in accordance with
their judgment of what is in the best interest of Neenah and its
stockholders.

Neenah, Inc.

2021 Proxy Statement | 53

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
FORM 10-K
________________________________________________________________________________

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32240

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or
organization)

20-1308307

(I.R.S. Employer Identification No.)

3460 Preston Ridge Road

Alpharetta

Georgia

(Address of Principal Executive Offices)

30005

(Zip Code)

Registrant's telephone number, including area code: (678) 566-6500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common Stock — $0.01 Par Value

Trading Symbol

Name of Each Exchange on Which Registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

F
o
r
m
1
0
-
K

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be

submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required
to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of

registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of

"large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Non-accelerated filer

☒

☐

Accelerated filer

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, 2020 (based on the closing stock price on the New York Stock

Exchange) on such date was approximately $681,041,840.

As of February 17, 2021, there were 16,837,000 shares of the Company's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the definitive proxy statement for the Company's Annual Meeting of Stockholders to be held on May 20, 2021 is incorporated by reference

into Part III hereof.

TABLE OF CONTENTS

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Management's Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Directors and Executive Officers of the Registrant

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management

Certain Relationships and Related Transactions and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedule

Form 10-K Summary

Page

Part I
Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

Part II
Item 5.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

Part III
Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Part IV
Item 15.

Item 16.

Signatures

PART I

In this report, unless the context requires otherwise, references to "we," "us," "our," "Neenah" or the "Company" are
intended to mean Neenah, Inc., its consolidated subsidiaries and predecessor companies.

Item 1. Business

Overview

Neenah is a specialty materials company organized into two primary businesses: a performance-based technical products
business and a premium fine paper and packaging business.

Our technical products business is a leading international producer of transportation, water and other filter media and
durable, saturated and coated substrates for a variety of end markets. We focus on categories where we believe we are, or
can be, a market leader. These categories include filtration media for transportation, water and other end use applications,
backings for specialty tapes and abrasives, performance labels, digital transfer papers, and other custom engineered
materials. Our products are typically used in high performance applications where our customers require specific standards
and qualifications. Our dedicated technical products manufacturing facilities are located in Weidach and Bruckmühl,
Germany, Eerbeek, Netherlands, Bolton, England, Munising, Michigan, Appleton, Wisconsin, and Pittsfield,
Massachusetts.

Our fine paper and packaging business is a leading supplier of premium printing, packaging, and other high-end specialty
papers predominantly in North America. Our products include some of the most recognized and preferred brands in North
America, where we enjoy leading market positions in many of our product categories. Often these papers are characterized
by distinctive finishing, colors, textures and coating. We sell our products primarily to authorized paper distributors, as
well as through converters, major national retailers and specialty businesses. Our dedicated fine paper and packaging
manufacturing facilities are located in Whiting and Neenah, Wisconsin, and Great Barrington, Massachusetts.

In addition, certain products of both businesses are manufactured in shared facilities located in Brownville and Lowville,
New York, and Quakertown, Pennsylvania. For a description of our facilities, see Item 2, "Properties."

History of the Businesses

Neenah was incorporated in April 2004 in contemplation of the spin-off by Kimberly-Clark Corporation ("Kimberly-
Clark") of its technical products and fine paper businesses in the United States and its Canadian pulp business (collectively,
the "Pulp and Paper Business"). We had no material assets or activities until Kimberly-Clark's transfer to us of the Pulp and
Paper business on November 30, 2004. On that date, Kimberly-Clark completed the distribution of all of the shares of our
common stock to the stockholders of Kimberly-Clark.

Former Pulp Operations. Our former pulp operations consisted of mills located in Terrace Bay, Ontario and Pictou, Nova
Scotia and approximately 975,000 acres of related woodlands. We disposed of these mills and woodlands in a series of
transactions from 2006 through 2010.

Technical Products. The Munising, Michigan mill was purchased by Kimberly-Clark in 1952. Subsequent to the purchase,
the mill was converted to produce durable, saturated and coated papers for sale and use in a variety of industrial
applications for our technical products business.

In October 2006, we purchased the outstanding interests of FiberMark Services GmbH & Co. KG and the outstanding
interests of FiberMark Beteiligungs GmbH (collectively "Neenah Germany"). At acquisition, the Neenah Germany assets
consisted of three mills located in Weidach, Bruckmühl and Lahnstein, Germany. These mills produce a wide range of
products, including transportation filter media, nonwoven wall coverings, masking and other tapes, abrasive backings, and
specialized printing and coating substrates. In October 2015, we sold the Lahnstein mill to the Kajo Neukirchen Group.
The Lahnstein mill had been manufacturing nonwoven wallcoverings and various other specialty papers.

In July 2014, we purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. The
acquired business provides performance-oriented wet laid nonwoven media for water filtration end markets as well as
environmental, energy and industrial uses. The business has two manufacturing facilities in Pittsfield, Massachusetts.

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In November 2017, we purchased all of the outstanding equity of Neenah Coldenhove B.V. ("Neenah Coldenhove"). The
acquired business is a specialty materials manufacturer with a leading position in digital transfer media and other technical
products. The business has one manufacturing facility in Eerbeek, Netherlands.

Fine Paper and Packaging. The fine paper and packaging business was incorporated in 1885 as Neenah Paper Company,
which initially operated a single paper mill in Neenah, Wisconsin. Kimberly-Clark acquired the mill in 1956. In 1981,
Kimberly-Clark purchased an additional mill located in Whiting, Wisconsin and in the late 1980s and early 1990s, the
capacity of the fine paper and packaging business was expanded by building two new paper machines at the Whiting mill
and completing a major expansion of the Neenah facility with the installation of a new paper machine, finishing center,
customer service center and an expanded distribution center.

In the first of the series of consolidating acquisitions, in March 2007, we acquired the assets and brands of Neenah Paper
FR, LLC ("Fox River") (including our mill located in Appleton, Wisconsin). In January 2012, we purchased certain
premium fine paper brands and other assets from Wausau Paper Mills, LLC, a subsidiary of Wausau Paper Corp.
("Wausau") and in January 2013, we purchased certain premium business paper brands from the Southworth Company
("Southworth").

In August 2017, we purchased a laminating asset in Great Barrington, Massachusetts to support continued growth in our
premium packaging business.

Shared Facilities. In August 2015, we purchased all of the outstanding equity of ASP FiberMark, LLC ("FiberMark"). We
added specialty coating and finishing capabilities with this acquisition, particularly in luxury packaging and technical
products. The results of operations and assets related to FiberMark are reflected in each of our business segments. These
mills are located in Brownville and Lowville, New York, Quakertown, Pennsylvania and Bolton, England. On December
31, 2018, the Company completed the sale of certain equipment, inventory, real property and other specified assets relating
to the Company’s premium fine paper and office products manufacturing facility located in Brattleboro, Vermont. See Note
12 of Notes to Consolidated Financial Statements, "Asset Restructuring and Impairment Costs."

One of the two fine paper machines included in the Fox River acquisition and located in Appleton, Wisconsin (noted
above) was converted to produce filtration products. This business, Neenah Filtration Appleton, began operations in 2017
and produces transportation and other filtration media.

Business Strategy

We have a long history, which is rooted in a proud heritage of manufacturing expertise. For over 100 years, we have grown
and evolved our technology and methodologies along with the materials we use and what we make. Enabled by our culture
and capabilities, we are laser-focused on increasing our organic growth trajectory and leading the markets we serve. Our
growth platforms include filtration media, specialty coatings, custom engineered solutions, image products and packaging.
We believe that achieving and maintaining a leadership position requires prompt and proactive responses to our customers'
needs. We know that prudent capital and cost management coupled with relentless risk-mitigation allow us to manufacture
growth, for our customers, end-users, shareholders and employees. We are committed to driving meaningful value for our
stakeholders. We will continue to operate with financial discipline, maintain a prudent capital structure and deploy cash
flows in ways that can provide value, including direct cash returns to shareholders through a meaningful dividend.

Products

Technical Products. Our technical products business is a leading international producer of fiber-formed, durable, coated
and/or saturated specialized media that delivers high performance benefits to customers, such as filtration media for
transportation, water and other filtration markets, and saturated and coated performance materials used for specialty tapes,
abrasives, performance labels, digital transfer papers, and a variety of other end markets. Typically, our technical products
are sold to other manufacturers as key components for their finished products. Many of our key market segments served,
including filtration and specialty backings for tape and abrasives, are global in scope. JET-PRO®SofStretchTM,
KIMDURA®, PREVAILTM, NEENAH®, and GESSNER® are some of the brands of our technical products business.

The following is a description of certain key products and markets:

Filtration media for transportation, including induction air, fuel, oil, cabin air and other applications. Transportation
filtration media are sold to filter manufacturers who in turn supply automotive and other companies with filters used as
original equipment on new cars and trucks as well as to the aftermarket, which is a recurring sale and represents the
large majority of our sales. In 2020, we introduced high performance face mask media in Europe.

Filtration media for water and other industrial end markets. Primary applications include reverse osmosis, catalytic
conversion, nanofiltration, ultrafiltration, pervaporation and vapor permeation, as well as other applications for
specialty markets.

Specialty backings. Products in this market segment include (a) saturated and unsaturated crepe and flat paper tapes
sold to manufacturers to produce finished pressure sensitive products for sale in automotive, transportation,
manufacturing, building construction, and industrial general purpose applications, including sales in the consumer do-
it-yourself retail channel and (b) coated lightweight abrasive paper used in the automotive, construction, metal and
woodworking industries for both dry and wet sanding applications.

Digital transfer media. Products in this market are used to transfer digital images onto clothing, sportswear, and other
materials. A fiber-based sheet undergoes various coatings to impart required performance. Digital transfer papers are
also used to digitally print images from paper to clothing, hats, coffee mugs, and other surfaces.

Label and tag products. Products in this market are made from both saturated base label stock and synthetic base label
stock, with coatings applied to allow for high quality digital printing. Label and tag stock is sold to pressure sensitive
coaters, who in turn sell the coated label and tag stock to the label printing community.

Other latex saturated and coated papers for use by a wide variety of manufacturers. Premask paper is used as a
protective over wrap for products during the manufacturing process and for applying signs, labeling and other finished
products. Medical packaging paper is typically a polymer impregnated base sheet providing a breathable sterilization
barrier that provides unique properties.

Publishing and security papers. Products in this market are used to produce book covers, stationery, and passports.
Other specialty products include clean room papers, release papers and furniture backers.

Fine Paper and Packaging. Our fine paper and packaging business manufactures and sells world-class branded premium
writing, text, cover and specialty papers and envelopes used in high-end commercial printing services, corporate identity
packages and advertising collateral. In addition, we produce premium packaging, high end beverage labels and other forms
of packaging, as well as wide format applications used for display graphics and indoor/outdoor signage. Often these papers
are characterized by finishing, colors, textures and distinctive coating.

The following is a description of certain key products and markets:

Commercial printing papers, including premium writing, text and cover papers and envelopes. Uses include
advertising collateral, stationery, corporate identity packages and brochures, pocket folders, annual reports, advertising
inserts, direct mail, business cards, scrapbooks, and a variety of other uses where colors, texture, coating, unique
finishes or heavier weight papers are desired. Our market leading brands in this category include CLASSIC®,
CLASSIC CREST®, ENVIRONMENT®, ROYAL SUNDANCE®, SOUTHWORTH®, and TOUCHE® trademarks.
Our fine paper and packaging business has an exclusive agreement to market and distribute Gruppo Cordenons SpA's
SO...SILK®, PLIKE® and STARDREAM® branded fine papers in the U.S. and Canada. The fine paper and
packaging business also sells private watermarked paper and other specialty writing, text, and cover papers.
Additionally, the fine paper and packaging business provides leading solutions in the wide format arena, led by its
Neenah Wide Format® and CONVERD® brands.

Bright papers. Products in this market are used in applications such as direct mail, advertising inserts, scrapbooks and
marketing collateral. Our brands in this category include ASTROBRIGHTS®. Additionally, business papers for
professionals and small businesses are sold under our Southworth® brand through major retailers.

Consumer products. Products such as bright papers, cardstock, stationary paper, envelopes, journals and planners are
sold to national retailers like Staples, Office Depot, Walmart and Amazon. Our brands in this category include
ASTROBRIGHTS®, SOUTHWORTH®, and Neenah® Bright White.

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Premium packaging. Products produced for this market are used for wine, spirits and beer labels, folding cartons, box
wrap, bags, hang tags, and stored value cards servicing high-end retail, cosmetics, spirits, and electronics end-use
markets. Our market leading brands in these categories include NEENAH® Folding Board, ESTATE LABEL®,
Neenah® Box Wrap, and IMAGEMAX® Paper Card.

Other. The fine paper and packaging business also produces and sells other specialty papers such as translucent papers,
art papers, papers for optical scanning and other specialized applications.

There were no significant government contracts to disclose in either segment.

Markets and Customers

Technical Products. The technical products business sells its products globally to other manufacturers who convert our
product for sale into product categories generally used as base materials in the following applications: filtration, component
backing materials for manufactured products such as tape and abrasives, and other specialized product uses such as
graphics and identification. Customers typically convert and transform base papers and film into finished rolls and sheets
by adding adhesives, coatings, and finishes. These transformed products are then sold to end-users.

Our products are generally used in markets that are directly affected by economic business cycles. Certain market segments
such as digital transfer papers used in small/home office and consumer applications are relatively stable. Most products are
performance-based and require extended qualification by customers; however, certain categories may also be subject to
price competition and the substitution of lower cost substrates for some less demanding applications.

The technical products business relies on a team of direct sales representatives and customer service representatives to
market and sell a large majority of its sales volume directly to customers and converters.

The technical products business has more than 1,000 customers worldwide. The distribution of sales in 2020 was
approximately 44 percent in North America, 39 percent in Europe, and 17 percent in Asia, Latin America, and Africa.

Fine Paper and Packaging. We believe our fine paper and packaging business is a leading supplier of premium printing,
packaging, and other high-end specialty papers predominantly in North America. These products are used in high-end
commercial printing services, corporate identity packages, and advertising collateral. Our premium packaging business
includes products such as food and beverage labels and high-end packaging materials such as folding cartons and box wrap
used for luxury retail goods. In addition, we produce wide format applications used for display graphics and indoor/outdoor
signage. Bright papers are generally used by consumers for flyers, direct mail and packaging.

The fine paper and packaging business has over 450 customers worldwide. The fine paper and packaging business sells its
products in a variety of channels including authorized paper distributors, converters, major national retailers, specialty
business converters, and direct to end-users. Sales to distributors account for approximately 50 percent of net sales in the
fine paper and packaging business. During 2020, approximately 7 percent of the net sales of our fine paper and packaging
business were exported to markets outside North America.

Concentration. For the years ended December 31, 2020 and 2019, sales to the technical products business' largest
customer represented approximately 9 percent and 8 percent of consolidated net sales, respectively, and approximately 15
percent and 14 percent of net sales for the technical products segment, respectively. For the year ended December 31, 2018,
there were no customers to which sales constituted over 10 percent of segment net sales for technical products. For the
years ended December 31, 2020 and 2019, sales to the largest customer of fine paper and packaging business represented
approximately 6 percent and 8 percent of consolidated net sales, respectively, and approximately 18 percent of net sales of
the fine paper and packaging business for each of such years. For the year ended December 31, 2018, sales to the two
largest customers of fine paper and packaging business represented approximately 7 percent and 5 percent, respectively, of
consolidated net sales and approximately 16 percent and 12 percent, respectively, of net sales of the fine paper and
packaging business. We practice limited sales distribution to improve our ability to control the marketing of our products.
Although a complete loss of these customers would cause a temporary decline in the respective business' sales volume, we
believe the decline could be partially offset by expanding sales to existing customers, and further offset over a several
month period with the addition of new customers.

Competition

Technical Products. Our technical products business competes in global markets with a number of large multinational
competitors, including Ahlstrom-Munksjö, ArjoWiggins SAS and Hollingsworth & Vose Company. It also competes in
some, but not all, of these segments with smaller regional manufacturers, such as Monadnock Paper Mills, Inc. and
Potsdam Specialty Paper, Inc. We believe the bases of competition in most of these categories are the ability to design and
develop customized product features to meet customer performance specifications while maintaining quality, customer
service and a competitive price. We believe our research and development program gives us an advantage in customizing
base papers and developing advanced filter media to meet customer needs.

Fine Paper and Packaging. Our fine paper and packaging business is a leading supplier of premium printing and other
high-end specialty papers in North America. Our fine paper and packaging business also competes in the premium segment
of the uncoated free sheet market. The fine paper and packaging business competes directly in North America with
Mohawk Fine Paper Inc. We believe the primary bases of competition for premium fine papers are product quality,
customer service, product availability, promotional support, color and texture variety, and brand recognition. Price also can
be a factor particularly for lower quality printing needs that may compete with opaque and offset papers. We have and will
continue to invest in advertising and other programs aimed at graphic designers, printers and corporate end-users in order
to maintain a high level of brand awareness and to communicate the advantages of using our products.

Our premium packaging business is focused on high-end packaging needs in end market verticals like beauty products,
spirits and retail. Like our premium fine paper business, the primary bases of competition are similarly product quality,
customer service, product availability, color and texture variety, and brand recognition. Premium packaging is primarily a
North American business, but we also sell to customers in Asia and other markets outside the U.S. We believe the premium
packaging market to be highly fragmented, with multiple competitors, many of which produce premium packaging
products as a small subset of larger packaging operations.

The following graphs present further information about net sales by business, geographic area and product line (dollars in
millions):

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Net Sales by Business

$1,034.9
$1,034.9
$5.9

$445.8

$938.5
$938.5

$396.9

$792.6
$792.6

$283.7

$508.9

$541.6

$583.2

2020

2019

2018

Technical Products
Fine Paper & Packaging
Other

Net Sales by Geographic Region
(in Millions)

)
s
n
o
i
l
l
i

(

1250

1000

750

500

250

$74.0

$216.5

$69.2
$196.3

$673.0

$744.4

$55.6
$203.9

$533.1

2020

2019

2018

2020 Net Sales by Product Line

United States
Germany
Rest of Europe

Technical Products

Fine Paper & Packaging

Performance
Materials:
54%

Graphic
Imaging: 74%

Filtration: 46%

Packaging: 26%

Net sales are attributed to geographic areas based on the physical location of the Neenah selling entity. See Note 13 of
Notes to Consolidated Financial Statements, "Business Segment and Geographic Information", for information with respect
to net sales, operating income and long-lived assets by business segment and location.

Seasonality

Technical Products. In general, sales and operating income for the technical products business have historically been
relatively stronger in the first half of the year with reductions in the third quarter due to reduced customer converting
schedules and in the fourth quarter due to a reduction in year-end inventory levels by our customers. The order flow for the
technical products business is subject to seasonal peaks for several of its products, such as the larger volume grades of
specialty tape, abrasives, premask, and label stock used primarily in the downstream finished goods manufacturing process.
To assure timely shipments during these seasonal peaks, the technical products business provides certain customers with
finished goods inventory on consignment. The technical products business periodically experiences periods where order
entry levels surge, and order backlogs can increase substantially. Raw materials are purchased and manufacturing
schedules are planned based on customer forecasts, current market conditions and individual orders for custom products.

Fine Paper and Packaging. The fine paper and packaging business has historically not experienced seasonality. Orders for
stock products are typically shipped within two days, while custom orders are shipped within two to three weeks of receipt.
Raw material purchases and manufacturing schedules are planned based on a combination of historical trends, customer
forecasts and current market conditions.

The operating results for both of our businesses are influenced by the timing of our annual maintenance downs, which are
generally scheduled in the third quarter.

Resources

Raw Materials

Technical Products. Softwood pulp, specialty pulps and fibers, and latex are the primary raw materials consumed by our
technical products business that are purchased from various external suppliers. We believe that all of the raw materials for
our technical products operations, except for certain specialty latex grades and specialty pulps, are readily available from
several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing operations.

Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain
critical specialty latex grades from four suppliers. In general, these supply arrangements are covered by formal contracts,
and represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these
relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of production at
any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term requirements
for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp or specialty
latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet
required product performance characteristics and incur only a limited disruption in our production. As a result, we do not
believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations.

Fine Paper and Packaging. Hardwood pulp is the primary raw material used to produce products of the fine paper and
packaging business. Other significant raw material inputs in the production of fine paper and packaging products include
softwood pulp, recycled fiber, cotton fiber, dyes and fillers. The fine paper and packaging business purchases all of its raw
materials externally. We believe that all of the raw materials for our fine paper and packaging operations are readily
available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing
operations.

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Working Capital

Technical Products. The technical products business maintains approximately 25 to 30 days of raw materials and supplies
inventories to support its manufacturing operations and approximately 30 to 35 days of finished goods inventory to support
customer orders for its products. Sales terms in the technical products business vary depending on the type of product sold
and customer category. Extended credit terms of up to 120 days are offered to customers located in certain international
markets. In general, sales are collected in approximately 45 to 55 days and supplier invoices are paid within 20 to 25 days.

Fine Paper and Packaging. The fine paper and packaging business maintains approximately 15 to 20 days of raw material
inventories to support its paper making operations and about 60 to 65 days of finished goods inventory to fill customer
orders. Fine paper and packaging sales terms range between 20 and 30 days with discounts of up to 2 percent for customer

payments, with discounts of 1 percent and 20-day terms used most often. Extended credit terms are offered to customers
located in certain international markets. Supplier invoices are typically paid within 60 days.

Energy and Water

The equipment used to manufacture the products of our technical products and fine paper and packaging businesses uses
significant amounts of energy, primarily electricity, natural gas, oil and coal. We have the ability to generate substantially
all of our electrical energy at the Munising mill and approximately 25 percent of the electrical energy at our mills in
Appleton, Wisconsin and Bruckmühl, Germany. We also purchase electrical energy from external sources, including
electricity generated from renewable sources.

Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can
and likely will fluctuate significantly based on changes in demand and other factors.

An adequate supply of water is needed to manufacture our products. We believe that there is an adequate supply of water
for this purpose at each of our manufacturing locations.

Research and Development

Our technical products business maintains research and development laboratories in Feldkirchen-Westerham, Germany,
Eerbeek, Netherlands, Munising, Michigan, and Pittsfield, Massachusetts to support its strategy of developing new
products and technologies, and to support growth in its existing product lines and other strategically important markets. We
also have a research and development laboratory in East Longmeadow, Massachusetts that supports both our technical
products and fine paper and packaging businesses. We have continually invested in product research and development with
spending of $7.6 million in 2020, $8.7 million in 2019, and $9.2 million in 2018.

Intellectual Property

We own more than 100 granted patents and have multiple pending patent applications in the United States, Canada, Europe
and certain other countries covering digital transfer paper, abrasives and medical packaging, and other paper application
and media processing. We also own more than 150 trademarks with registrations in approximately 80 countries. Our digital
transfer patents have contributed to establishing the technical products business as a leading global supplier of digital
transfer papers through our highly recognized JET-PRO®, JET-OPAQUE®, TECHNI-PRINT®, LASER-1-OPAQUE®
and IMAGE CLIP® brands. We add even more depth and strength to our technical products portfolio with the well-
recognized dye-sublimation JETCOL® brand, as well as our TEXCOLTM brand, which enables industrial transfer on
natural substrates, supported by a pending patent, and our new FACECOL™ face mask media products. The KIMDURA®
and MUNISING LP® trademarks have also made a significant contribution to the marketing of synthetic film and clean
room papers for our technical products business.

For more than 100 years, Neenah’s fine paper and packaging business has built its market leading reputation on creating
and manufacturing trademarked brands for premium writing, text, cover, digital, packaging, and specialty needs. The
Neenah signature portfolio includes innovative, market leading brands such as CLASSIC® (including CLASSIC CREST®,
CLASSIC® Linen, CLASSIC® Laid, CLASSIC COLUMNS®, CLASSIC® Stipple, CLASSIC® Woodgrain, and
CLASSIC® Techweave), ASTROBRIGHTS®, ENVIRONMENT®, ROYAL SUNDANCE®, SOUTHWORTH® and
many more. Our fine paper and packaging business provides unique and sustainable packaging papers, as well as custom
solutions for premium packaging needs. With brands that stand for quality and consistency, such as NEENAH® Folding
Board, NEENAH® Box Wrap, ESTATE LABEL®, and NEENAH IMAGEMAX® Paper Card, our fine paper and
packaging business enables leading brands to deliver on their promise. The business accordingly maintains a well-rounded
and respected portfolio of brands that position Neenah as an industry leader, setting standards for quality, consistency, and
dependability.

Neenah also has significant trademarks recognized in both the publishing and packaging markets, including
SKIVERTEX® and KIVAR®.

The GESSNER® trademark similarly plays an important role in the marketing of Neenah’s filtration product lines.

Human Capital

Our vision is to be a company known for manufacturing growth, for our customers, end-users, shareholders, and
employees. Our talent strategy focuses on accelerating growth for our global employees by fostering a culture of possibility
and cultivating the right people in the right roles with the right skills at the right time. We're doing this by continually
evolving how we attract, engage, grow and reward our people.

As of December 31, 2020, we had approximately 2,239 regular full-time employees of whom 906 hourly and 476 salaried
employees were located in the United States and 509 hourly and 348 salaried employees were located in Europe.

Certain employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union,
Industriegewerkschaft Bergbau, Chemie and Energie (the "IG BCE"). The IG BCE and a national trade association
representing all employers in the industry signed a collective bargaining agreement covering union employees of Neenah
Germany that expires in September 2022. Under German law union membership is voluntary and does not need to be
disclosed to the Company. As a result, the number of employees covered by a collective bargaining agreement cannot be
determined. In Netherlands, most of our employees are eligible to be represented by the Christelijke Nationale Vakbond
("CNV") and the Federatie Nederlandse Vakvereniging ("FNV"). Under Netherlands law, union membership is voluntary
and does not need to be disclosed to the Company.

As of December 31, 2020, 85 employees are covered under collective bargaining agreements that expire in the next 12
months, not including the employees covered by the collective bargaining arrangements with the CNV and FNV.

We believe we have satisfactory relations with our employees covered by collective bargaining agreements and do not
expect the negotiation of new collective bargaining agreements to have a material effect on our results of operations or cash
flows. See Note 11 of Notes to Consolidated Financial Statements, "Commitments, Contingencies, and Legal Matters —
Employees and Labor Relations."

Safety

"Safety Above All" is not just one of our company values, it is one of our strategic drivers. Our goal is to create a 100%
safe work environment for our employees, and we are working towards this by focusing on three areas. First, we are
deploying critical leadership behaviors and holding our leaders accountable to drive safety as a value. Second, we are
expanding our risk assessment efforts to reduce injuries. Third, we are establishing global safety standards, by aligning our
practices and procedures to ensure we are managing our efforts in a unified and consistent way.

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COVID-19

Our commitment to safety was evident throughout 2020. We developed our protocols and action plans in response to the
COVID-19 pandemic to help support our employees around the globe who were deemed essential. Some of the key actions
taken included the following:

• Providing all hourly employees with additional paid sick days;
• Encouraging and providing employees with the flexibility to work from home;
• Adjusting attendance and sick leave policies to encourage those who are symptomatic, sick or who have been

exposed to others with COVID-19 or COVID-19 symptoms to stay home;

• Increasing sanitization and cleaning protocols across all locations;
• Conducting regular meetings to review the impacts of the COVID-19 pandemic, including ongoing updates to our

health and safety protocols and procedures to address actual and suspected COVID-19 cases and potential
exposures;

• Implementing temperature screening of employees and visitors at our manufacturing facilities;
• Establishing social distancing procedures for employees who need to be onsite;
• Providing additional cleaning supplies and personal protective equipment;
• Requiring employees to wear masks in all locations deemed necessary in accordance with local laws; and
• Prohibiting all domestic and international non-essential travel for all employees.

All our facilities manufacture products deemed essential to the critical infrastructure. As a result, during 2020 and
currently, our production sites continue to operate during the COVID-19 pandemic.

Diversity, Equity and Inclusion

We are committed to building and developing a diverse workforce and are proud to be an Equal Opportunity Employer.
We encourage applications from veterans, minorities, women, and individuals with disabilities. We take pride in our
policies that provide equal employment opportunities to all qualified applicants, without regard to race, color, religion, sex,
sexual orientation, gender identity, national origin, age, protected veteran or disabled status or genetic information.
Neenah is also proud to establish Employee Resource Groups ("ERGs") to connect employees through shared identity or
affinity. These groups are designed to provide networking opportunities for employees and create direct lines of
communication between ERGs and leadership to address concerns, mitigate risks and solve problems.

Training and Development

Growing is at the heart of everything we do. Our company cannot grow if our people are not growing. That is why we
recently launched a refreshed, consistent and simplified approach to talent management. The platform is called
grow@Neenah. It is a framework that helps us set objectives, create a culture of ongoing feedback, differentiate and reward
individual performance and create global learning and development opportunities.

We also believe in recognizing our progress and celebrating success throughout our journey. We look for opportunities to
identify our company values in action, reinforcing the behaviors we want people to display. When it comes to financial
growth, we have harmonized our pay to be equitable based on each person's role in the organization. We are also migrating
to an incentive model that allows for more meaningful reward opportunities based on individual contributions and
company performance.

Total Rewards

We aspire to be a different company, one that moves faster, thinks differently, and innovates in new ways. We know that
our ideas contribute to a larger purpose. Through our efforts, distinctive user experiences are created across multiple
categories and sectors. To create these possibilities and growth opportunities for our customers, end-users, and
shareholders, we know that we must care for our employees' growth and well-being. To that end, we offer comprehensive
benefits and well-being programs that support our employees' physical, financial, and emotional health and wellness. Our
tools and resources include preventative services, fitness activities, counseling and educational resources, financial support
as well as comprehensive medical, dental and vision coverage. We are committed to helping each employee feel their best
so they can be their best.

Environmental, Health and Safety Matters

Our operations are subject to federal, state and local laws, regulations and ordinances relating to various environmental,
health and safety matters. We believe our operations are in compliance with, or we are taking actions designed to ensure
compliance with, these laws, regulations and ordinances. However, the nature of our operations exposes us to the risk of
claims concerning non-compliance with environmental, health and safety laws or standards, and there can be no assurance
that material costs or liabilities will not be incurred in connection with those claims. Except for certain orders issued by
environmental, health and safety regulatory agencies with which we believe we are in compliance and which we believe
are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any
judicial or administrative proceeding relating to environmental, health and safety matters.

Greenhouse gas ("GHG") emissions have increasingly become the subject of political and regulatory focus. Concern over
potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting
GHG emissions. In addition to certain federal proposals in the United States to regulate GHG emissions, Germany, the
United Kingdom (“U.K.”) and all the states in which we operate are currently considering GHG legislation or regulations,
either individually and/or as part of regional initiatives. While not all such proposals will become law, it is likely that
additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our costs
by increasing energy costs and raw material prices, requiring operational or equipment modifications to reduce emissions
and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.

As a company, we work to minimize the amount of fresh water we use at our manufacturing facilities, and to recycle water
within a facility as much as practically possible, all while maintaining stringent quality requirements. Due to the high
quality achieved through efficient water treatment systems, our mills have the unique opportunity of being able to recycle
and reuse fully treated effluent back into our process to minimize fresh water draws. Furthermore, our processes are
designed to return the water used in manufacturing at a quality level that does not negatively impact the receiving
environment.

While we have incurred in the past several years, and will continue to incur, capital and operating expenditures in order to
comply with environmental, health and safety laws, regulations and ordinances, we believe that our future cost of
compliance with environmental, health and safety laws, regulations and ordinances, and our exposure to liability for
environmental, health and safety claims will not have a material effect on our financial condition, results of operations or
liquidity. However, future events, such as changes in existing laws and regulations, new legislation to limit GHG emissions
or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination
and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional
costs which could have a material effect on our financial condition, results of operations or liquidity.

Our anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial
condition, results of operations or liquidity.

Company Structure

Our corporate structure consists of Neenah, Inc. and the following direct wholly-owned subsidiaries.

Neenah, Inc. is a Delaware corporation that holds our trademarks and patents related to all of our U.S. businesses (except
Neenah Paper FVC, LLC), all of our U.S. fine paper and packaging inventory, the real estate, mills and manufacturing
assets associated with our fine paper and packaging operations in Neenah and Whiting, Wisconsin and all of the equity in
our subsidiaries listed below.

Neenah Paper Michigan, Inc. is a Delaware corporation and a wholly-owned subsidiary of Neenah, Inc. that owns the real
estate, mill and manufacturing assets associated with our U.S. technical products business in Munising, Michigan.

Neenah Paper FVC, LLC is a Delaware limited liability company and wholly-owned subsidiary of Neenah, Inc. that owns
all of the equity of Neenah Paper FR, LLC ("Neenah Paper FR"). Neenah Paper FR is a Delaware limited liability company
that owns the real estate, mill and certain manufacturing assets associated with our filtration operation in Appleton,
Wisconsin and leases the real estate and owns the manufacturing assets associated with our fine paper and packaging
operations in Great Barrington, Massachusetts.

Neenah Paper International Holding Company, LLC is a Delaware limited liability company and wholly-owned subsidiary
of Neenah, Inc. that owns all of the equity of Neenah Paper International, LLC ("NP International"). NP International is a
Delaware limited liability company that owns all of the equity of Neenah Germany GmbH and in conjunction with Neenah
Germany GmbH all of the equity of Neenah Services GmbH & Co. KG.

NPCC Holding Company LLC is a Delaware limited liability company and wholly-owned subsidiary of Neenah, Inc. that
owns all of the equity of Neenah Paper Company of Canada ("Neenah Canada"). Neenah Canada is a Nova Scotia
unlimited liability corporation that holds certain post-employment liabilities of our former Canadian operations.

Neenah Filtration, LLC is a Delaware limited liability company and wholly-owned subsidiary of Neenah, Inc. that owns all
of the equity of Neenah Technical Materials, Inc. ("NTM") and Neenah Filtration Appleton, LLC ("NFA"). NTM is a
Massachusetts corporation that owns all of the real estate, mills and manufacturing assets associated with our technical
materials business in Pittsfield, Massachusetts. NFA is a Delaware limited liability company that owns certain assets
associated with our filtration business in Appleton, Wisconsin.

Neenah FMK Holdings, LLC is a Delaware limited liability company and a wholly-owned subsidiary of Neenah, Inc. that
owns all of the equity of ASP FiberMark, LLC ("ASP FiberMark"). ASP FiberMark is a Delaware limited liability
company that owns all of the equity of Neenah Northeast, LLC ("NNE") and Neenah International UK Limited ("Neenah
UK"). NNE is a Delaware limited liability company that owns certain real estate, mills and manufacturing assets associated
with our fine paper and packaging business and technical products business located in Quakertown, Pennsylvania, and
Brownville and Lowville, New York. Neenah UK is a United Kingdom limited company that owns all of the equity of
Neenah Red Bridge International Limited ("Neenah Red Bridge"). Neenah Red Bridge is a United Kingdom corporation

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that owns all of the real estate, manufacturing assets and inventory associated with our technical products business in
Bolton, England.

Neenah Global Holdings B.V. is a private company with limited liability organized under the laws of the Netherlands and a
wholly-owned subsidiary of Neenah, Inc. that owns all of the equity of Neenah Coldenhove Holding B.V. ("Coldenhove
Holding") . Coldenhove Holding is a private company with limited liability organized under the laws of the Netherlands
that owns all of the equity of Neenah Coldenhove B.V. ("Neenah Coldenhove") and Coldenhove Know How B.V.
("Coldenhove Know How"). Neenah Coldenhove is a private company with limited liability organized under the laws of
the Netherlands that owns substantially all of the real estate, manufacturing assets and inventory associated with our
technical products business in Eerbeek, Netherlands. Coldenhove Know How is a private company with limited liability
organized under the laws of the Netherlands that owns substantially all of the intellectual property associated with our
technical products business in Eerbeek, Netherlands.

Neenah Hong Kong Limited ("Neenah Hong Kong") is a limited liability company organized under the laws of Hong Kong
and a wholly-owned subsidiary of Neenah, Inc. Neenah Hong Kong provides certain sales and marketing services to
Neenah, Inc. and its affiliated entities and facilitates the financing of our international operations.

Neenah Paper International Finance Company B.V. ("Finco") is a private company with limited liability organized under
the laws of the Netherlands and a wholly-owned subsidiary of Neenah, Inc. Finco does not currently have any operations or
own any assets.

AVAILABLE INFORMATION

We are subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. As such, we
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Our SEC filings are available to the public on the SEC's web site at www.sec.gov. You may also
read and copy any document we file at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock
is traded on the New York Stock Exchange under the symbol "NP". You may inspect the reports, proxy statements and
other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

Our web site is www.neenah.com. Information on our web site is not incorporated by reference in this document. Our
reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are and will be available free of
charge on our web site as soon as reasonably practicable after we file or furnish such reports with the SEC. In addition, you
may request a copy of any of these reports (excluding exhibits) at no cost upon written request to us at: Investor Relations,
Neenah, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.

Item 1A. Risk Factors

You should carefully consider each of the following risks and all of the other information contained in this Annual Report
on Form 10-K. Some of the risks described below relate principally to our business and the industry in which we operate,
while others relate principally to our indebtedness. The remaining risks relate principally to the securities markets
generally and ownership of our common stock.

Our business, financial condition, results of operations or liquidity could be materially affected by any of these risks, and,
as a result, the trading price of our common stock could decline. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

Risks Related to Our Business and Industry

Our financial condition and results of operations have been and are expected to continue to be adversely affected by the
recent coronavirus pandemic.

A novel strain of coronavirus, COVID-19, was first identified in Wuhan, China in December 2019, and subsequently
declared a pandemic by the World Health Organization. The pandemic and measures taken to contain or mitigate the
pandemic have caused, and are continuing to cause, business slowdown or shutdown in affected areas and significant
disruption in the financial markets both globally and in the U.S., which has led to a decline in discretionary spending by
consumers, which in turn has adversely impacted our business, sales, financial condition and results of operations
beginning in the second quarter of 2020. We cannot predict the degree to, or the time period over, which our sales and
operations will continue to be affected by this pandemic and preventive measures.

COVID-19 and measures to prevent its spread, including imposition of quarantines and prolonged closures of
manufacturing facilities and retail stores, may impact our business in a number of ways. These impacts are expected to
include an adverse effect from significantly reduced global economic activity and resulting demand for our products and
our customers’ products and, therefore, the products we manufacture. They could also adversely affect our ability to
operate our business, including potential disruptions to our supply chain and workforce.

COVID-19 may continue to have a material adverse impact on our business operations and our financial results,
including our net sales, earnings and cash flows in the upcoming quarters. We expect the ultimate significance of the
impact of these disruptions, including the extent of their adverse impact on our financial results, will be determined by the
length of time that such disruptions continue, which will, in turn, depend on the duration of COVID-19 and the impact of
governmental regulations or guidelines in response to the pandemic. Although all of our global manufacturing facilities
are currently operational and have been designated by governmental authorities as an "essential business", in the future
they may be required to curtail or cease production in response to the spread of COVID-19, either in response to changing
governmental orders or labor availability. In addition, our customers, distribution partners, service providers or suppliers
may experience operational challenges, financial distress, file for bankruptcy protection, go out of business or suffer
disruptions in their business due to COVID-19 which would have a material negative impact on our business.

The spread of COVID-19 and the requirements to take action to help limit the spread of the illness, have impacted our
ability to carry out our business as usual and materially adversely impacted global economic conditions, our business,
results of operations, cash flows and financial condition. Even in those regions where we are beginning to experience
business recovery, should those regions fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may
not recover as quickly or at all, which could have a material adverse effect on our business and results of operations.

To the extent COVID-19 adversely affects our business, results of operations and financial condition, it may also have the
effect of heightening many of the other risks described in this section.

Our business will suffer if we are unable to effectively respond to decreased demand for some of our products due to
conditions in the global economy, secular pressures in some markets or consumer preferences.

We have experienced and may experience in the future decreased demand for some of our products due to slowing or
negative global economic growth, uncertainty in credit markets, declining consumer and business confidence or
preferences, fluctuating commodity prices, increased unemployment and other challenges affecting the global economy.
Parts of our fine paper and packaging business are subject to electronic substitution and, for fine paper products in
particular, are in secular decline. Our efforts to offset these declines with new fine paper and packaging products and
growth in existing fine paper and office products categories are not certain to fully offset the market declines, and an
evaluation of the scope of our manufacturing footprint may be required in the future. In addition, our customers may
experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. If we are unable to
implement business strategies to effectively respond to decreased demand for our products, our financial position, cash
flows and results of operations would be adversely affected.

Changes in international geopolitical and macro economic conditions generally, and particularly in Germany, could
adversely affect our business and results of operations. Fluctuations in the prices of and the demand for products could
result in reduced profits and sales.

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Our operating results and business prospects could be adversely affected by risks related to the countries outside the United
States in which we have manufacturing facilities or sell our products, including Germany, the Eurozone and the U.K.
Downturns in economic activity, adverse tax consequences, fluctuations in the value of local currency versus the U.S.
dollar, or any change in social, political, macro economic or labor conditions in any of these countries or regions could
negatively affect our financial results.

Historically, economic and market shifts, and fluctuations in capacity have created cyclical changes in prices, sales volume
and gross profits for products in the paper, packaging and related industries. The length and magnitude of industry cycles
have varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry
capacity. The overall levels of demand for many of our products reflect fluctuations in levels of end-user demand, which
depend in large part on general macroeconomic conditions in North America and regional economic conditions in our
markets (including Europe, Asia, and Central and South America), as well as foreign currency exchange rates. The
foregoing factors could materially and adversely impact our sales, cash flows, profitability and results of operations.

Additionally, changes to the United States’ participation in, withdrawal out of, renegotiation of certain international trade
agreements or other major trade related issues including the non-renewal of expiring favorable tariffs granted to developing
countries, tariff quotas, and retaliatory tariffs (including, but not limited to, the current United States' tariffs on China and
China's retaliatory tariffs on certain products from the United States), trade sanctions, new or onerous trade restrictions,
embargoes and other stringent government controls could have a material adverse effect on our business, results of
operations and financial condition.

The availability of and prices for raw materials, energy and transportation services will significantly impact our
business.

We purchase a substantial portion of the raw materials, energy, transportation and distribution services (primarily over-the-
road freight) and other inputs necessary to produce our products on the open market, and, as a result, the price and other
terms of those purchases are subject to change based on factors such as worldwide supply and demand and government
regulation. We do not have significant influence over our raw material, energy or transportation prices and our ability to
pass increases in those costs along to our customers through selling price increases may be challenged. We have
experienced and may experience in the future significant raw material, energy, transportation and other input cost increases
and we may not be able to fully recover these incremental costs through selling price increases or our pricing actions may
lag behind due to contractual quarterly adjusters or annual renewals. In addition, we may not be able to recoup other cost
increases we may experience, such as those resulting from inflation or from increases in wages or salaries, health care,
pension or other employee benefits costs, insurance costs and other costs.

Our technical products business acquires certain of its specialized pulp requirements from two global suppliers and certain
critical specialty latex grades from a limited number of suppliers. In general, these supply arrangements are covered by
formal contracts and represent multi-year business relationships that have historically been sufficient to meet our needs.
We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of
production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term
requirements for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp
or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to
meet required product performance characteristics and incur only a limited disruption in our production.

Our fine paper and packaging business acquires a substantial majority of the cotton fiber used in the production of certain
branded bond paper products pursuant to annual agreements with two North American producers. The balance of our
cotton fiber requirements are acquired through spot market purchases from a variety of other producers. We believe that a
partial or total disruption in the production of cotton fibers at our two primary suppliers would increase our reliance on spot
market purchases with a likely corresponding increase in cost.

Our operating results are likely to fluctuate.

Our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, many of which
are beyond our control. Operating results could be adversely affected by general economic conditions causing a downturn
in the market for paper products. Additional factors that could affect our results include, among others, changes in the
market price of pulp, other raw materials and distribution/transportation services, the effects of competitive pricing
pressures, production capacity levels and manufacturing yields, availability and cost of products from our suppliers, the
gain or loss of significant customers, our ability to develop, introduce and market new products and technologies on a

timely basis, changes in the mix of products produced and sold, seasonal customer demand, the relative strength of the
Euro versus the U.S. dollar, increasing interest rates and environmental costs. The timing and effect of the foregoing factors
are difficult to predict, and these or other factors could materially adversely affect our quarterly or annual operating results.

We face many competitors, several of which have greater financial and other resources.

We face competition in each of our business segments from companies that produce the same type of products that we
produce or that produce lower priced alternative products that customers may use instead of our products. Some of our
competitors have greater financial, sales and marketing, or research and development resources than we do. Greater
financial resources and product development capabilities may also allow our competitors to respond more quickly to new
opportunities or changes in customer requirements.

Our businesses are significantly dependent on sales to their largest customers.

Sales to the largest customer of the fine paper and packaging business represented approximately 18 percent of its total
sales in 2020. Sales to the technical products business's largest customer represented approximately 15 percent of total
sales for the segment in 2020. A significant loss of business from any of our major fine paper and packaging or technical
products customers could have a material adverse effect on our financial condition, results of operations and liquidity. We
are also subject to credit risk associated with our customer concentration. If one or more of our largest fine paper and
packaging or technical products customers were to become bankrupt, insolvent or otherwise were unable to pay for services
provided, we may incur significant write-offs of accounts receivable.

We cannot be certain that our tax planning strategies will be effective and that our research and development tax credits
and net operating losses will continue to be available.

As of December 31, 2020, we had $28.2 million of U.S. federal and $7.4 million of U.S. state research and development
tax credits ("R&D Credits") which, if not used, will expire between 2028 and 2040 for the U.S. federal R&D Credits and
between 2021 and 2035 for the state R&D Credits. The availability of state net operating losses (NOLs) and federal or state
tax credits to offset taxable income and income tax, respectively, could also be substantially reduced if we were to undergo
an "ownership change" as defined within certain federal and state tax codes.

We are continuously undergoing examination by the Internal Revenue Service (the "IRS") as well as taxing authorities in
various state and foreign jurisdictions in which we operate. The IRS and other taxing authorities routinely challenge certain
deductions and credits reported on our income tax returns. On December 1, 2020, we received notice from the IRS that
they will conduct an audit of tax year 2018 in the upcoming year.

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In accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes ("ASC Topic 740"), as of
December 31, 2020, we have recorded a liability of $8.0 million for uncertain tax positions where we believe it is "more
likely than not" that the tax benefit reported on our income tax returns will not be realized. There can be no assurance,
however, that the actual amount of unrealized deductions will not exceed the amounts we have recognized for uncertain tax
positions.

We have significant obligations for pension and other postretirement benefits.

We have significant obligations for pension and other postretirement benefits which could require future funding beyond
that which we have funded in the past or which we currently anticipate. At December 31, 2020, our projected pension
benefit obligations were $531.5 million and exceeded the fair value of pension plan assets by $67.1 million. In 2020, we
made total contributions to qualified pension trusts of $4.2 million. In addition, during 2020 we paid pension benefits for
unfunded qualified, insurance backed and supplemental retirement plans of $2.6 million. At December 31, 2020, our
projected other postretirement benefit obligations were $39.8 million. No assets have been set aside to satisfy our other
postretirement benefit obligations. In 2020, we made payments for postretirement benefits other than pensions of $4.7
million. A material increase in funding requirements or benefit payments could have a material effect on our cash flows.

We may be required to pay material amounts under multiemployer pension plans.

Historically, we have contributed to the PACE Industry Union-Management Pension Fund (the “PIUMPF"), a
multiemployer pension plan. The amount of our annual contributions to the PIUMPF was negotiated with the plan and the
bargaining unit representing our employees covered by the plan. The PIUMPF was certified to be in "critical status" for the
plan year beginning January 1, 2010, and continued to be in critical status for the plan year beginning January 1, 2018.

Effective July 1, 2018, the Company and representatives of the United Steelworkers Union (the "USW") of the Lowville
mill initiated actions to withdraw from the PIUMPF. As a result, the Company recorded an estimated withdrawal liability
of $1.0 million, which assumed payment of $0.1 million per year over 20 years, discounted at a credit adjusted risk-free
rate of 5.7%. In October 2019, the Company received a billing from PIUMPF for the withdrawal liability, which confirmed
the $1.0 million liability, and the Company began making monthly payments. Further withdrawals by other contributing
employers could cause a "mass withdrawal" from, or effectively a termination of, the PIUMPF which could increase the
Company's withdrawal liability. See Note 7, "Pension and Other Postretirement Benefits" for further discussion.

Labor interruptions would adversely affect our business.

Except for our Pittsfield, Massachusetts, Brownville, New York and Quakertown, Pennsylvania manufacturing facilities
which are non-union, substantially all of our hourly employees are unionized. In addition, some key customers and
suppliers are also unionized. Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees,
and/or those of our suppliers and customers, could have a material effect on us.

If we are unable to continue to implement our business strategies, our financial condition and operating results could
be materially affected.

Our future operating results will depend, in part, on the extent to which we can successfully implement our business
strategies, including expansion and growth of our technical products (filtration and performance materials) and packaging
businesses in a cost effective manner. Additionally, a slower than anticipated ramp-up of our filtration asset in Appleton,
Wisconsin due to the pace of certification of products by our customers could cause our results to be lower than expected in
the future. Our strategies are subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control. If we are unable to successfully implement our business strategies, our business,
financial condition and operating results could be materially adversely affected.

We may not successfully integrate acquisitions and may be unable to achieve anticipated cost savings or other synergies.

The integration of the operations of acquired companies involves a number of risks and presents financial, managerial,
legal and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating
information systems, financial reporting activities, and integrating and retaining management and personnel from acquired
companies. We may not be able to achieve anticipated cost savings or commercial or growth synergies, for a number of
reasons, including contractual constraints and obligations or an inability to take advantage of expected commercial
opportunities, increased operating efficiencies or commercial expansion of key technologies. Failure to successfully
integrate acquired companies may have an adverse effect on our business, financial condition, results of operations, and
cash flows.

We may not be able to adequately protect our intellectual property and proprietary rights, which could harm our future
success and competitive position.

Our future success and competitive position also depends, in part, upon our ability to obtain and maintain protection for our
intellectual property and proprietary rights. Failure to protect our existing intellectual property rights may result in the loss
of valuable technologies or may require us to license other companies' intellectual property rights. It is possible that any of
our patents may be invalidated, rendered unenforceable, circumvented, challenged or licensed to others or any of our
pending or future patent applications may not be issued within the scope of the claims sought by us, if at all. Further, others
may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our
patents, and steps taken by us to protect our technologies may not prevent misappropriation of such technologies.

Future dividends on our common stock may be restricted or eliminated.

Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future earnings,
cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under
the terms of our credit agreements. Under the most restrictive terms of our credit agreements, our ability to pay cash
dividends on our common stock is limited, as described under "Risks Relating to Our Indebtedness." There can be no
assurance that we will continue to pay dividends in the future.

We may be required to record a charge to our earnings if our goodwill or intangible assets become impaired.

As of December 31, 2020, we had goodwill of $87.4 million and other intangible assets of $62.6 million. Goodwill and
other intangible assets are recorded at fair value on the date of acquisition. In accordance with applicable accounting

guidance, we review goodwill and other indefinite-lived intangible assets at least annually for impairment, and long-lived
intangible assets when facts and circumstances warrant an impairment review. Impairment may result from, among other
things, deterioration in performance, adverse market conditions, acceleration of the secular decline in fine paper and office
products or a lack of success in our efforts to offset these declines with new fine paper and packaging products, which
could lead to a reduction in the size of our manufacturing footprint, adverse changes in applicable laws or regulations, and
a variety of other factors. The amount of any non-cash impairment would be recognized immediately through our
consolidated statement of operations. Any future goodwill or other intangible asset impairment could have a material
adverse effect on our results of operations and financial position.

If we have a catastrophic loss or unforeseen or recurring operational problems at any of our facilities, we could suffer
significant lost production and/or cost increases.

Our technical products and fine paper and packaging businesses may suffer catastrophic loss due to fire, flood, terrorism,
mechanical failure, or other natural or man-made events. If any of our facilities were to experience a catastrophic loss, it
could disrupt our operations, delay production, delay or reduce shipments, reduce revenue, and result in significant
expenses to repair or replace the facility. These expenses and losses may not be adequately covered by property or business
interruption insurance. Even if covered by insurance, our inability to deliver our products to customers, even on a short-
term basis, may cause us to lose market share on a more permanent basis.

Fluctuations in currency exchange rates could adversely affect our results.

Our German and Dutch technical products business incurs most of its costs and sells most of its production in Europe and,
therefore, its operations and cash flows are not materially affected by changes in the exchange rate of the Euro relative to
the U.S. dollar. Changes in the Euro exchange rate relative to the U.S. dollar will, however, have an effect on our balance
sheet and reported results of operations. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk —
Foreign Currency Risk."

In addition, because we transact business in other foreign countries, some of our revenues and expenses are denominated in
a currency other than the local currency of our operations. As a result, changes in exchange rates between the currency in
which the transaction is denominated and the local currency of our operations into which the transaction is being recorded
can impact the amount of local currency recorded for such transaction. This can result in more or less local currency
revenues or costs related to such transaction, and thus have an effect on our reported sales and income before income taxes.

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Our activities are subject to extensive government regulation, which could increase our costs, cause us to incur
liabilities and adversely affect the manufacturing and marketing of our products.

Our operations are subject to federal, state and local laws, regulations and ordinances in the United States, the U.K.,
Germany, the Netherlands and elsewhere in the world relating to various environmental, health and safety matters. The
nature of our operations requires that we invest capital and incur operating costs to comply with those laws, regulations and
ordinances and exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or
standards. There is no assurance that significant additional expenditures will not be required to maintain compliance with,
or satisfy potential claims arising from, such laws, regulations and ordinances. Future events, such as changes in existing
laws and regulations or contamination of sites owned, operated or used for waste disposal by us (including currently
unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators)
may give rise to additional costs that could require significantly higher capital expenditures and operating costs, which
would reduce the funds otherwise available for operations, capital expenditures, future business opportunities or other
purposes.

Additionally, in the U.S., portions of the Moving Ahead for Progress in the 21st Century Act (“MAP-21”, primarily, the
electronic logging device (ELD) rules under MAP-21) have reduced levels of capacity in the over-the-road freight sector
which continue to have an adverse impact on our business. The current operating environment in the over-the-road freight
and transportation sector resulting from fluctuating fuel costs, industry-specific regulations (such as hours-of-service and
ELD rules), a shortage of qualified drivers, and other economic factors are causing a tightening of capacity and an increase
in prices charged to shippers, such as us, in the over-the-road transportation and distribution sector generally, and in our
carrier networks specifically, which continue to have an adverse impact on our business.

We are subject to risks associated with possible climate change legislation and various cost and manufacturing issues
associated with such legislation.

GHG emissions have increasingly become the subject of political and regulatory focus. Concern over potential climate
change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. In
addition to certain proposals to regulate GHG emissions in the United States, Germany, the U.K. and all the states in which
we operate are currently considering GHG legislation or regulations, either individually and/or as part of regional
initiatives. While not all are likely to become law, additional climate change related mandates will likely be forthcoming,
and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring
operational or equipment modifications to reduce emissions and creating costs to comply with regulations or to mitigate the
financial consequences of compliance.

Any failure to comply with applicable environmental laws, regulations or permit requirements may result in civil or
criminal fines or penalties or enforcement actions. These may include regulatory or judicial orders enjoining or curtailing
operations or requiring corrective measures, installing pollution control equipment or remedial actions, any of which could
involve significant expenditures. Future development of such laws and regulations may require capital expenditures to
ensure compliance. We may discover currently unknown environmental problems or conditions in relation to our past or
present operations, or we may face unforeseen environmental liabilities in the future. These conditions and liabilities may
require site remediation or other costs to maintain compliance or correct violations of environmental laws and regulations;
or result in governmental or private claims for damage to person, property or the environment, any of which could have a
material adverse effect on our financial condition and results of operations.

Risks Relating to Our Indebtedness

We may not be able to fund our future capital requirements internally or obtain third-party financing.

We may be required or choose to obtain additional debt or equity financing to meet our future working capital
requirements, as well as to fund capital expenditures and acquisitions. To the extent we must obtain financing from external
sources to fund our capital requirements, we cannot guarantee financing will be available on favorable terms, if at all. For
example, during periods of volatile credit markets, there is a risk that lenders, even those with strong balance sheets and
sound lending practices, could fail or refuse to honor their credit commitments and obligations, including, but not limited
to, extending credit up to the maximum permitted by a credit facility and otherwise accessing capital and/or honoring loan
commitments. If our lenders are unable to fund borrowings under their loan commitments or we are unable to borrow, it
could be difficult to replace such loan commitments on similar terms or at all. If adequate funds are not available on
acceptable terms, we may be unable to meet our future working capital requirements or fund capital expenditures and
acquisitions, any of which could negatively affect our business. As of December 31, 2020, we have required debt payments
of $4.9 million during the year ending December 31, 2021.

We may not be able to generate sufficient cash flow to meet our debt obligations.

Our ability to make scheduled payments or to refinance our debt and other liabilities will depend on our financial and
operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and
other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt obligations and
other liabilities, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions
and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. There can be no
assurance that our operating performance, cash flow and capital resources will be sufficient to repay our debt in the future.
In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt and
other obligations, there can be no assurances as to the terms or timing of any such transaction.

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

• our debt holders could declare all outstanding principal and interest to be due and payable;
• our senior secured lenders could terminate their commitments and commence foreclosure proceedings against our

assets; and

• we could be forced into bankruptcy or liquidation.

If our operating performance declines in the future or we breach our covenants under our credit agreements, we may need
to obtain waivers from the lenders to avoid being in default. We may not be able to obtain these waivers. If this occurs, we
would be in default under our credit agreements.

We have significant indebtedness which subjects us to restrictive covenants relating to the operation of our business.

As of December 31, 2020, we had $199 million of debt under our Term B Facility, no revolving credit borrowings and $5
million of project financing outstanding. In addition, availability under our Global Revolving Credit Facility was
approximately $139 million. Our leverage could have important consequences. For example, it could:

• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest

payments on the Term Loan B and our other indebtedness;

• place us at a disadvantage to our competitors;
• require us to dedicate a substantial portion of our cash flow from operations to service payments on our

indebtedness, thereby reducing funds available for other purposes;

• increase our vulnerability to a downturn in general economic conditions or the industry in which we operate;
• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general

corporate and other purposes; and

• limit our ability to plan for and react to changes in our business and the industry in which we operate.

The terms of our indebtedness, contain covenants restricting our ability to, among other things, incur certain additional
debt, incur or create certain liens, make specified restricted payments, pay dividends, authorize or issue capital stock, enter
into transactions with our affiliates, consolidate or merge with or acquire another business, sell certain of our assets or
liquidate, dissolve or wind-up our Company. Under the terms of our Fourth Amended and Restated Credit Agreement, we
are permitted to pay cash dividends on or repurchase shares of our common stock, and to make voluntary prepayments or
redemptions of certain indebtedness, without limitation, as long as the sum of the aggregate revolving credit availability
under our Fourth Amended and Restated Credit Agreement as then in effect, plus (subject to certain limitations) any excess
of our aggregate borrowing base over our aggregate revolving credit facility commitment, or our “specified excess
availability” (on a pro forma basis after giving effect to such dividend, repurchase or voluntary prepayment/redemption),
equals or exceeds the greater of (i) $20 million and (ii) 12.5 percent of the maximum aggregate commitments under our
Global Revolving Credit Facility as then in effect. If our specified excess availability, on a pro forma basis, is less than the
applicable threshold, then such cash dividends are limited to no more than $45 million in any 12 consecutive months, such
share repurchases are limited to no more than $25 million in any fiscal year, and voluntary prepayments or redemptions of
such indebtedness are prohibited. Refer to Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" for the current limitations on our ability to pay dividends on or
repurchase shares of our common stock.

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In addition, if the specified excess availability under our Global Revolving Credit Facility is less than the greater of (i) $20
million and (ii) 12.5 percent of the maximum aggregate commitments under our Global Revolving Credit Facility as then
in effect, we will be subject to increased reporting obligations and controls until such time as availability is more than the
greater of (a) $25 million and (b) 17.5 percent of the maximum aggregate commitments under our Global Revolving Credit
Facility as then in effect for at least 60 consecutive days and no default or event of default has occurred or is continuing
during such 60-day period.

If specified excess availability under our Global Revolving Credit Facility is less than the greater of (i) $15 million and (ii)
10 percent of the maximum aggregate commitments under our Global Revolving Credit Facility as then in effect, we are
required to comply with a fixed charge coverage ratio (as defined in our bank credit agreement) of not less than 1.1 to 1.0
for the preceding four-quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer
be necessary once (x) specified excess availability under our Global Revolving Credit Facility exceeds the greater of (i)
17.5 percent of the aggregate commitment for our Global Revolving Credit Facility as then in effect and (ii) $25 million for
60 consecutive days and (y) no default or event of default has occurred and is continuing during such 60-day period. As of
December 31, 2020, specified excess availability under our revolving credit facility exceeded the minimum required
amount, and we are not required to comply with such fixed charge coverage ratio.

Subject to certain exceptions, our Term Loan Credit Agreement contains provisions requiring mandatory prepayment of the
term loan obligations from (a) net cash proceeds from non-ordinary course sales or other dispositions of assets, (b) net cash
proceeds from the issuances of debt by the Company and its subsidiaries, and (c) the Excess Cash Flow of the Company
and its subsidiaries. Under the terms of the Term Loan Credit Agreement, mandatory prepayments of the Term B Facility
may not be reborrowed, thereby reducing funds available for other purposes. For more information on our liquidity, see
Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
Resources."

Changes in interest rates or the phaseout of LIBOR may significantly increase our borrowing costs.

Our Global Revolving Credit Facility and Term B Facility accrue interest at variable rates. As of December 31, 2020, we
had no borrowings outstanding under our Global Revolving Credit Facility which matures on December 10, 2023 and $199
million of term loan borrowings which mature on June 30, 2027. We may reduce our exposure to rising interest rates by
entering into interest rate hedging arrangements, although those arrangements may result in us incurring higher interest
expenses than we would incur without the arrangements. If interest rates increase in the absence of such arrangements, we
will need to dedicate more of our cash flow from operations to make payments on our debt. In addition, the variable
interest rates on our Global Revolving Credit Facility and Term B Loan are based on LIBOR as a benchmark. LIBOR is the
subject of national, international and other regulatory guidance and proposals for reform. In 2017, the United Kingdom's
Financial Conduct Authority the "FCA"), which regulates LIBOR, announced that it intends to phase out LIBOR. On
November 30, 2020 the administrator of LIBOR, with the support of the United States Federal Reserve and the FCA,
announced plans to consult on ceasing publication of LIBOR on December 31, 2021 for only the one week and two month
LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. While this announcement extends the transition period to
June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new LIBOR issuances
by the end of 2021. In light of these recent announcements, the future of LIBOR at this time is uncertain and any changes
in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to
perform differently than in the past or cease to exist. The consequences of these developments cannot be entirely predicted,
but could include an increase in the cost of our variable rate borrowings.

Our failure to comply with the covenants contained in our Credit Agreements could result in an event of default that
could cause acceleration of our indebtedness.

Our failure to comply with the covenants and other requirements contained in the credit agreements or our other debt
instruments could cause an event of default under the relevant debt instrument. The occurrence of an event of default could
trigger a default under our other debt instruments, prohibit us from accessing additional borrowings and permit the holders
of the defaulted debt to declare amounts outstanding with respect to that debt to be immediately due and payable. Our
assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments, and we may be
unable to refinance or restructure the payments on indebtedness on favorable terms, or at all.

Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which
may increase the risks created by our substantial indebtedness.

Because the terms of our credit agreements do not fully prohibit us or our subsidiaries from incurring additional
indebtedness, we and our subsidiaries may be able to incur substantial additional indebtedness in the future, some of which
may be secured. If we or any of our subsidiaries incur additional indebtedness, the related risks that we and they face may
intensify.

Our credit agreements are secured by a majority of our assets.

Our principal credit agreements are secured by a majority of our assets. Availability under our Global Revolving Credit
Facility will fluctuate over time depending on the value of our inventory, receivables and various capital assets. An
extended work stoppage or decline in sales volumes would result in a decrease in the value of the assets securing the
Global Revolving Credit Facility. A reduction in availability under the Global Revolving Credit Facility could have a
material effect on our liquidity.

Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost
of financing and have an adverse effect on the market price of our securities.

There can be no assurance that any rating assigned by the rating agencies will remain in effect for any given period of time
or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future
circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of the
ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to
capital, which could have a material adverse impact on our financial condition and results of operations.

We depend on our subsidiaries to generate cash flow to meet our debt service obligations.

We conduct a substantial portion of our business through our subsidiaries. Consequently, our cash flow and ability to
service our debt obligations depend upon the earnings of our subsidiaries and the distribution of those earnings to us, or
upon loans, advances or other payments made by these entities to us. The ability of these entities to pay dividends or make

other payments or advances to us will be subject to applicable laws and contractual restrictions contained in the instruments
governing their debt, including our credit agreements. These limitations are also subject to important exceptions and
qualifications.

The ability of our subsidiaries to generate sufficient cash flow from operations to allow us to make scheduled payments on
our debt will depend upon their future financial performance, which will be affected by a range of economic, competitive
and business factors, many of which are outside of our control as well as their ability to repatriate cash to us. If our
subsidiaries do not generate sufficient cash flow from operations to help us satisfy our debt obligations, or if they are
unable to distribute sufficient cash flow to us, we may have to undertake alternative financing plans, such as refinancing or
restructuring our debt, selling assets, reducing or delaying capital expenditures or seeking to raise additional capital.
Refinancing may not be possible, and any assets may not be saleable, or, if sold, we may not realize sufficient amounts
from those sales. Additional financing may not be available on acceptable terms, if at all, or we may be prohibited from
incurring it, if available, under the terms of our various debt instruments then in effect. Our inability to generate sufficient
cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms would have an
adverse effect on our business, financial condition and results of operations.

The outcome of legal actions and claims may adversely affect us.

General Risk Factors

We are involved in legal actions and claims arising in the ordinary course of our business. The outcome of such legal
actions and claims against us cannot be predicted with certainty. Legal actions and claims against us could have a material
effect on our financial condition, results of operations and liquidity.

We are subject to cybersecurity risks related to breaches of security pertaining to sensitive company, customer, employee
and vendor information as well as breaches in the technology that manages operations and other business processes.

We use information technologies to securely manage operations and various business functions. We rely on various
technologies to process, store and report on our business and interact with customers, vendors and employees. The secure
processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our
security design and controls, and those of our third party providers, our information technology and infrastructure may be
vulnerable to cyber attacks by hackers or breaches due to employee error, malfeasance or other disruptions. Any such
breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to civil and
criminal penalties, litigation or have a negative impact on our reputation. There can be no assurance that such disruptions
or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our
results of operations or financial condition. The U.S. Congress is considering cybersecurity legislation that, if enacted,
could impose additional obligations on us and could expand our potential liability in the event of a cybersecurity incident.

Additionally, we collect, process, store, use and transmit personal data for use in our business, most of which relates to our
global employees. Personal data is increasingly subject to legal and regulatory protections around the world, which vary
widely in approach and which possibly conflict with one another. As discussed above, in recent years, U.S. legislators and
regulatory agencies, such as the Federal Trade Commission, as well as U.S. states, have increased their focus on protecting
personal data by law and regulation, and have increased enforcement actions for violations of privacy and data protection
requirements. The General Data Protection Regulation ("GDPR"), which became effective in the European Union in May
2018 intended to protect the privacy and security of personal data, including credit card information that is collected,
processed and transmitted in or from the relevant jurisdiction. Implementation of and compliance with these laws and
regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business
operations, which could negatively impact our financial position or cash flows. Additionally, media coverage of data
breaches has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits. As this
focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs resulting
from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal
requirements or differences in approaches to privacy and security of data. Our business could be materially adversely
affected by our inability, or the inability of our vendors who receive personal data from us, to comply with legal
obligations regarding the use of personal data, new data handling requirements that conflict with or negatively impact our
business practices.

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Our business may suffer if we do not retain our senior management.

We depend on our senior management. The loss of services of members of our senior management team could adversely
affect our business until suitable replacements can be found. There may be a limited number of candidates with the
requisite skills to serve in these positions and we may be unable to locate or employ qualified personnel on acceptable
terms. In addition, our future success requires us to continue to attract and retain competent personnel.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K may constitute "forward-looking" statements as defined under the
federal securities laws. Statements contained in this Annual Report on Form 10-K that are not historical facts may be
forward-looking statements within the meaning of the federal securities laws. Any such forward-looking statements reflect
our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only
predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These cautionary statements are being made with
the intention of obtaining the benefits of the "safe harbor" provisions for forward-looking statements under the federal
securities laws. We caution investors that any forward-looking statements we make are not guarantees or indicative of
future performance. For additional information regarding factors that may cause our results of operations to differ
materially from those presented herein, please see "Risk Factors" contained in this Annual Report on Form 10-K and as are
detailed from time to time in other reports we file with the SEC.

You can identify forward-looking statements as those that are not historical in nature, particularly those that use
terminology such as "may," "will," "should," "expect," "anticipate," "contemplate," "estimate," "believe," "plan," "project,"
"predict," "potential" or "continue," or the negative of these, or similar terms. In evaluating these forward-looking
statements, you should consider the following factors, as well as others contained in our public filings from time to time,
which may cause our actual results to differ materially from any forward-looking statement:

•
•

•
•
•

•
•

•

•
•

•

•
•

•
•
•

changes in market demand for our products due to global economic and political conditions;
the impact of competition, both domestic and international, changes in industry production capacity, including the
construction of new mills or new machines, the closing of mills and incremental changes due to capital
expenditures or productivity increases;
the loss of current customers or the inability to obtain new customers;
increases in commodity prices, (particularly for pulp, energy and latex);
our ability to control costs, including transportation, and implement measures designed to enhance operating
efficiencies;
the availability of raw materials and energy;
the enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or
regulation;
the impact of increased trade protectionism and tariffs on our business, results of operations and financial
condition;
unanticipated expenditures related to the cost of compliance with environmental and other governmental
regulations;
fluctuations in (i) exchange rates (in particular changes in the U.S. dollar/Euro currency exchange rates) and
(ii) interest rates;
increases in the funding requirements for our pension and postretirement liabilities;
our ability identify attractive acquisition targets and to successfully integrate acquired businesses into our existing
operations;
changes in asset valuations including write-downs of assets including property, plant and equipment; inventory,
accounts receivable, deferred income tax assets or other assets for impairment or other reasons;
loss of key personnel;
strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and
unions;
capital and credit market volatility and fluctuations in global equity and fixed-income markets;
our existing and future indebtedness;
our net operating losses may not be available to offset our tax liability and other tax planning strategies may not be
effective;

•
•

other risks that are detailed from time to time in reports we file with the SEC; and
other factors described under "Risk Factors."

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when
evaluating the information presented in this Annual Report on Form 10-K. We undertake no duty to update these forward-
looking statements after the date of this Annual Report on Form 10-K, even though our situation may change in the future.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive offices are located in Alpharetta, Georgia, a suburb of Atlanta, Georgia. We have 10 manufacturing
facilities in the United States that produce printing and writing, text, cover, durable saturated and coated substrates,
premium packaging, filtration and other specialty papers for a variety of end uses. We have two manufacturing facilities in
Germany that produce transportation and other filter media, and durable and saturated substrates. We have one
manufacturing facility in the Netherlands that produces digital transfer media and other technical products. We have one
manufacturing facility in the U.K. that produces durable printing and specialty paper.

We believe that each of these facilities is adequately maintained and is suitable for conducting our operations and business.
We manage machine operating schedules at our manufacturing locations to fulfill customer orders in a timely manner and
control inventory levels.

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As of December 31, 2020, the locations of our principal facilities and operating equipment and the products produced at
each location are listed below:

Location
Fine Paper and Packaging
Segment

Neenah Mill
Neenah, Wisconsin

Whiting Mill
Whiting, Wisconsin

Converting Center
Neenah, Wisconsin
Great Barrington Mill
Great Barrington, Massachusetts

Technical Products Segment

Munising Mill
Munising, Michigan

Appleton Mill
Appleton, Wisconsin

Pittsfield Mill
Pittsfield, Massachusetts

Bruckmühl Mill
Bruckmühl, Germany

Weidach Mill
Feldkirchen-Westerham,
Germany

Bolton Mill
Bolton, England
Eerbeek Mill
Eerbeek, Netherlands

Shared Facilities

Brownville Mill
Brownville, New York

Lowville Mill
Lowville, New York

Quakertown Mill
Quakertown, Pennsylvania

Equipment/Resources

Owned or Leased

Products

Two paper machines; paper
finishing equipment

Four paper machines; paper
finishing equipment

Paper finishing equipment

Owned

Paper finishing equipment

Owned; leased facility

Printing and writing, text, cover, packaging and
other specialty papers

Laminated specialty papers and toll converting
services

Two paper machines; two off line
saturators; two off line coaters;
specialty finishing equipment

Two paper machines; saturating
equipment; paper finishing
equipment

Three paper machines; paper
finishing equipment

One paper machine; two saturator/
coaters; finishing equipment

Two paper machines; three
saturators; one laminator; three
meltblown machines; specialty
finishing equipment

Saturating, coating, and finishing
equipment

Two paper machines; paper
finishing equipment

Owned

One paper machine; one off-line
coater

Saturating, coating, embossing and
finishing equipment

Owned

Tapes, abrasives, premask, medical packaging and
other durable, saturated and coated substrates

Transportation filtration, printing and writing, text,
cover, packaging, and other specialty papers

Reverse osmosis filtration and glass applications

Masking tape backings and abrasive backings

Transportation filtration and other filter media

Durable printing, specialty paper, and coated
substrates

Digital dye sublimation and digital transfer printing
paper

Durable printing, packaging, and specialty paper

See Note 6 of Notes to Consolidated Financial Statements, "Debt", for a description of the material encumbrances attached
to the properties described in the table above.

As of December 31, 2020, the locations of our owned and leased office and laboratory space and the functions performed
at each location are listed below.

Administrative Location
Alpharetta, Georgia

Neenah, Wisconsin

Munising, Michigan

Pittsfield, Massachusetts

Office/Other Space

Leased Office Space

Owned Office Space

Owned Office and Laboratory
Space

Function

Corporate Headquarters, Administration
and Design Center

Administration

Administration and Research and
Development for our technical products
businesses
Administration and Research and
Development for our technical products
businesses

East Longmeadow, Massachusetts

Leased Office and Laboratory Space Administration and Research and

Feldkirchen-Westerham, Germany

Owned Office and Laboratory
Space

Eerbeek, Netherlands

Owned Office and Laboratory
Space

Development for our technical products and
fine paper and packaging businesses

Administration and Research and
Development for our technical product
businesses

Capacity Utilization

Paper machines in our manufacturing facilities generally operate on a combination of three-shift five- or seven-day
schedules to meet demand. We are not constrained by input factors and the maximum operating capacity of our
manufacturing facilities is calculated based on operating days to account for variations in mix and different units of
measure between assets. Due to required maintenance downtime and contract holidays, the maximum number of operating
days is defined as 350 days per year. We generally expect to utilize approximately 80 to 90 percent of our maximum
operating capacity. The following table presents our percentage utilization of maximum operating capacity by segment:

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Year Ended December 31,

Technical Products

Fine Paper and Packaging

Item 3. Legal Proceedings

Litigation

2019

2020
66 % 66 % 74 %

2018

79 % 86 % 78 %

We are involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these
legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such
claim which is pending or threatened, either individually or on a combined basis, will not have a material effect on our
consolidated financial condition, results of operations or liquidity.

Income Taxes

We periodically undergo examination by the IRS as well as the taxing authorities of various state and foreign jurisdictions.
The IRS and other taxing authorities routinely challenge certain deductions and credits we report on our income tax returns.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Neenah common stock is listed on the New York Stock Exchange and is traded under the ticker symbol "NP".

For the year ended December 31, 2020 we paid quarterly cash dividends of $0.47 per common share or $31.9 million
annually. For the year ended December 31, 2019, we paid quarterly cash dividends of $0.45 per common share or $30.5
million annually.

Dividends are declared at the discretion of the Board of Directors, and future dividends will depend on our future earnings,
cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under
the terms of our credit agreements. Under the terms of the Fourth Amended and Restated Credit Agreement, we are
permitted to pay cash dividends on, and repurchase shares of our common stock without limitation as long as our specified
excess availability under the Fourth Amended and Restated Credit Agreement exceeds the greater of (i) $20 million and
(ii) 12.5 percent of the maximum aggregate commitments under our revolving credit facility as then in effect
(approximately $22 million as of December 31, 2020), on a pro forma basis after giving effect to such dividend or stock
repurchase (as the case may be). If our specified excess availability, on a pro forma basis, is below that amount, we are
subject to certain restrictions on the amount of cash dividends we are permitted to declare and the amount of share
repurchases we are permitted to execute. As of December 31, 2020, our availability exceeded the applicable threshold, so
this restriction did not apply.

Under the most restrictive terms of the Term Loan Credit Agreement, we are permitted to pay cash dividends and
repurchase shares of our common stock in an aggregate amount not to exceed $8.75 million per fiscal quarter. However, as
long as the total leverage ratio calculated in accordance with the Term Loan Credit Agreement does not exceed 2.5 to 1.0,
we can pay dividends or repurchase shares without limitation. In the event the total leverage ratio exceeds 2.5 to 1.0 but is
less than or equal to 3.5 to 1.0, we may still pay dividends or repurchase shares of our common stock in an aggregate
amount in excess of $8.75 million per fiscal quarter by utilizing certain "restricted payment baskets" described in the Term
Loan Credit Agreement. In addition, we would be permitted to pay cash dividends and repurchase shares of, our common
stock in excess of $8.75 million per fiscal quarter if the aggregate amount of such payments, together with the amount of
redemptions or prepayments of certain indebtedness, is less than or equal to the greater of (i) $65 million and (ii) 9% of our
consolidated tangible assets. As of December 31, 2020, since our total leverage ratio was less than 2.5 to 1.0, none of these
covenants restricted our ability to pay dividends on or repurchase shares of our common stock.

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As of February 17, 2021, Neenah had approximately 1,029 holders of record of its common stock. The closing price of
Neenah's common stock on February 17, 2021 was $56.97.

Purchases of Equity Securities:

The following table sets forth certain information regarding purchases of our common stock during the fourth quarter of
2020.

Shares Purchased as Part of Publicly Announced Plans or Programs in 2020 (b)

Total Number
of Shares
Purchased (a)

Average Price
Paid Per
Share

Total Number of Shares
Purchased

Approximate Dollar Value
of Shares that May Yet
Be Purchased

89 $
— $
18,174 $

—
—
—

— $
— $
— $

21,400,573
21,400,573
21,400,573

Period
October 2020
November 2020
December 2020

_______________________

(a) Transactions include the purchase of vested restricted shares from employees to satisfy minimum tax withholding
requirements upon vesting of stock-based awards. See Note 8 of Notes to Consolidated Financial Statements,
"Stock Compensation Plans."

(b) In November 2019, our Board of Directors authorized a program for the purchase of up to $25 million of
outstanding common stock which was in effect till December 31, 2019. In November 2020, our Board of
Directors authorized a program for the purchase of up to $25 million of outstanding common stock effective
January 1, 2021. The program does not require the Company to purchase any specific number of shares and may
be suspended or discontinued at any time.

Equity Compensation Plan Information

The following table summarizes information about outstanding options (in this report, unless the context requires
otherwise, references to "options" are intended to include stock appreciation rights) and restricted stock units and shares
reserved for future issuance under our existing equity compensation plans as of December 31, 2020.

(a)
Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants, and
rights

(b)
Weighted-
average
exercise price
of
outstanding
options,
warrants, and
rights (1)

(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))

157,391 (2)(3) $

70.99

—

157,391

—

70.99

879,000

—

879,000

Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by security
holders

Total

_______________________

(1) The weighted-average exercise price of outstanding options, warrants and rights does not take into account

restricted stock units since they do not have an exercise price.

(2) Includes (i) 21,139 shares issuable upon the exercise of outstanding options and stock appreciation rights

("SARs") for which the exercise price of outstanding options and SARs exceeds closing price of our common
stock of $55.32, (ii) 54,048 shares issuable following the vesting and conversion of outstanding performance share
unit awards, and (iii) 82,204 shares issuable upon the vesting and conversion of outstanding restricted stock units,
all as of December 31, 2020. As of December 31, 2020, we had an aggregate of 380,844 stock options and SARs
outstanding. The weighted average exercise price of the stock options and SARs was $70.99 per share and the
remaining contractual life of such awards was 5.4 years.

(3) Includes 20,280 shares that would be issued upon the assumed exercise of 53,610 SARs at the $55.32 per share

closing price of our common stock on December 31, 2020.

Item 6. Selected Financial Data

We have voluntary elected early compliance with the SEC’s recent amendments to Form 10-K eliminating the requirement
to present selected financial data. The consolidated financial statements and the report of Deloitte & Touche LLP,
Independent Registered Public Accounting Firm, on such financial statements are filed as part of this report beginning on
page F-1.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents the factors that had a material effect on our results of operations during the
year ended December 31, 2020. Also discussed is our financial position as of the end of this year. You should read this
discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial
statements included elsewhere in this Annual Report on Form 10-K. This Management's Discussion and Analysis of
Financial Condition and Results of Operations contains forward-looking statements. See "Forward-Looking Statements"
for a discussion of the uncertainties, risks and assumptions associated with these statements. A detailed discussion of year
ended December 31, 2019 can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K filed on February 21, 2020.

Introduction

This Management's Discussion and Analysis of Financial Condition is intended to provide investors with an understanding
of the historical performance of our business, its financial condition and its prospects. We will discuss and provide our
analysis of the following:

• Overview of Business;
• Business Segments;
• Results of Operations and Related Information;
• Liquidity and Capital Resources;
• Adoption of New Accounting Pronouncements; and
• Critical Accounting Policies and Use of Estimates.

Overview of Business

We are a leading global producer of specialty materials for niche markets. We have two primary operations: our technical
products business and our fine paper and packaging business.

Our mission is to create critical components that create possibilities for our customers and end-users. We expect to create
value by growing in markets where product performance or image is valued and where we have competitive advantages. In
managing our businesses, we believe that achieving and maintaining a leadership position in our markets, responding
effectively to customer needs and competitive challenges, employing capital optimally, controlling costs and managing
risks are important to long-term success. Changes in general economic conditions and timing of changes in input costs and
selling prices can also impact our results. In this discussion and analysis, we will refer to these factors.

Business Segments

Our reportable operating segments consist of Technical Products and Fine Paper and Packaging.

manufacturing facilities are located in Whiting and Neenah, Wisconsin, and Great Barrington, Massachusetts. In addition,
certain products of both segments are manufactured in shared facilities located in Brownville and Lowville, New York, and
Quakertown, Pennsylvania.

Results of Operations and Related Information

In this section, we discuss and analyze our net sales, income before interest and income taxes (which we refer to as
"operating income") and other information relevant to an understanding of our results of operations.

Impact of COVID-19 on Our Business

In 2020, we faced adverse impacts of the outbreak of COVID-19 which resulted in the decline in global economic activity
and significantly reduced demand for our products and our customers’ products. While we experienced varying degrees of
recovery in our markets, the pandemic had a material negative impact on our business operations and financial results,
including net sales and earnings. Both of our business segments have continued to operate during the pandemic as essential
suppliers of goods and services and we continue to take steps to ensure the safety of our employees, including frequent
cleaning and disinfection of workspaces, property and equipment, instituting social distancing measures and providing
remote working environments for administrative employees. We experienced a limited number of confirmed COVID-19
cases in our operations and quarantined those individuals and first level exposed employees in accordance with the U.S.
Centers for Disease Control and Prevention (the "CDC") guidelines. Such cases did not cause any significant disruption to
operations, nor have we experienced material disruptions to our supply chain.

Management implemented a number of actions to preserve the safety of our employees (as discussed in Human Capital
section of Item 1. "Business"), carefully control and reduce spending, and preserve liquidity by actively managing working
capital. These actions included the following:

• reducing discretionary spending;
• minimizing capital expenditures and discretionary contributions to pension plans;
• suspending stock repurchases under our 2020 Stock Purchase Plan;
• utilizing government initiatives and subsidies such as deferring payroll taxes under the CARES Act, government

employee retention subsidies in the U.S., Europe and the U.K., and net operating loss carrybacks;

• consolidating our manufacturing footprint; and
• reducing payroll costs through a freeze on wage increases and hiring, furloughs for all U.S. employees, and

reductions in our salaried and hourly headcount.

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Executive Summary

For the year ended December 31, 2020, consolidated net sales of $792.6 million decreased $145.9 million, or 16 percent,
from $938.5 million in 2019. The decline in revenues resulted primarily from significant adverse volume impacts from
COVID-19. Net sales declined 6% in Technical Products and 29% in Fine Paper and Packaging. In addition, net selling
prices were modestly lower in 2020 due both to selling price and mix. The decline in net sales was more pronounced in the
Fine Paper and Packaging segment due to reductions in end-use demand for commercial print papers used in advertising
and marketing. While down versus prior year, third and fourth quarter 2020 consolidated net sales increased 18% and 8%,
respectively, from each of the preceding quarters, as the global markets continued to recover.

Consolidated operating income decreased $84.4 million from the prior year to a loss of $6.1 million for the year ended
December 31, 2020. Excluding adjusting items noted below, operating income decreased $18.7 million due primarily to
lower sales and manufacturing cost inefficiencies related to COVID-19. The impact of lower volumes was only partly
offset by spending reductions and lower input costs net of selling price reductions. As presented on the reconciliation table
on page 35, we recorded $70.5 million of adjusting items in 2020 including non-cash asset restructuring and impairment
costs for long-lived assets, other restructuring and non-routine costs, incremental costs of responding to COVID-19, loss on
debt extinguishment, pension and SERP settlements and acquisition due diligence costs. Adjusting items of $4.8 million in
2019 included accelerated depreciation due to idling of a fine paper machine, restructuring and other non-routine costs and
pension related gain.

Cash provided by operating activities of $93.4 million for the year ended December 31, 2020 was $4.2 million lower than
cash provided by operating activities of $97.6 million in the prior year. Actions to improve working capital and to reduce
spending largely offset the impact from lower earnings.

Capital expenditures for the year ended December 31, 2020 were $18.9 million compared to $21.4 million in the prior year.
Lower capital spending in 2020 of $2.5 million was due to actions to minimize capital spending.

Analysis of Net Sales — Years Ended December 31, 2020 and 2019

The following table presents net sales by segment and net sales expressed as a percentage of total net sales:

Net sales

Technical Products

Fine Paper and Packaging

Consolidated

Commentary:

Year 2020 versus 2019

Year Ended December 31,

2020

2019

508.9

283.7

792.6

64 % $ 541.6

36 %

396.9

58 %

42 %

100 % $ 938.5

100 %

For the Year
Ended
December 31,

2020

2019

Change in Net Sales Compared to the
Prior Year

Change Due To

Total
Change

Volume

Net Price

Currency

Technical Products

Fine Paper and Packaging

Consolidated

508.9 $

541.6 $

(32.7) $

(13.4) $

(24.5) $

283.7

396.9

(113.2)

(102.0)

(11.2)

792.6 $

938.5 $

(145.9) $

(115.4) $

(35.7) $

5.2

—

5.2

Consolidated net sales for the year ended December 31, 2020 were $145.9 million (16%) lower than the prior year. The
decline in revenues resulted primarily from significant adverse volume impacts from COVID-19. Net sales declined 6% in
Technical Products and 29% in Fine Paper and Packaging. In addition, net selling prices were modestly lower in 2020 due
both to selling price and mix. The decline in net sales was more pronounced in the Fine Paper and Packaging segment due
to reductions in end-use demand for commercial print papers used in advertising and marketing. While down versus prior
year, third and fourth quarter 2020 consolidated net sales increased 18% and 8%, respectively, from each of the preceding
quarters, as the global markets continued to recover.

•

Net sales in our technical products business decreased $32.7 million (6%) from the prior year. The revenue decrease
resulted primarily from lower net selling prices partly as a result of declines in input costs as well as a lower value mix
of products sold, and lower volumes reflecting adverse impacts of COVID-19. These factors were only partly offset by
increased sales of filtration products, including media for face masks in Europe launched in 2020.

Net sales in our fine paper and packaging business decreased $113.2 million (29%) from the prior year. The decline
was primarily due to lower volumes, reflecting adverse impacts of COVID-19. Volume declines were more
pronounced in commercial print as compared to premium packaging and consumer channel sales. Net selling prices
were lower partly as a result of declines in input costs as well as a lower value mix of products sold.

Analysis of Operating Income — Years Ended December 31, 2020 and 2019

The following table sets forth line items from our consolidated statements of operations as a percentage of net sales for the
periods indicated and is intended to provide a perspective of trends in our historical results:

Net sales

Cost of products sold

Gross profit

Selling, general and administrative expenses

Asset restructuring and impairment costs

Other restructuring and non-routine costs

COVID-19 costs

Loss on debt extinguishment

Pension and SERP adjustments

Acquisition due diligence costs

Other expense, net

Operating income (loss)

Interest expense, net

Income (loss) from continuing operations before income taxes

Provision (benefit) for income taxes

Income (loss) from continuing operations

Year Ended December 31,

2020

2019

100.0 %

80.7 %

19.3 %

11.2 %

7.3 %

0.5 %

0.4 %

0.2 %

0.1 %

(0.8) %

1.6 %

(2.4) %

(0.4) %

(2.0) %

80.5 %

19.5 %

10.5 %

0.4 %

0.2 %

— %

(0.1) %

— %

0.2 %

8.3 %

1.2 %

7.1 %

1.2 %

5.9 %

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Commentary:

Year 2020 versus 2019

Technical Products
Fine Paper and
Packaging
Unallocated corporate
costs

Change in Operating Income (Loss) Compared to the Prior Year

For the Years Ended
December 31,

2020

2019

Total
Change

Volume

Net Price (a)

Input Costs
(b)

Currency

Other
(c)

Change Due To

(4.8) $

44.6 $

(49.4) $

(2.9) $

(10.2) $

19.8 $

1.0 $ (57.1)

23.3

53.2

(29.9)

(29.0)

(7.6)

11.4

(24.6)

(19.5)

(5.1)

—

(4.7)

(5.1)

Consolidated

(6.1) $

78.3 $

(84.4) $

(31.9) $

(17.8) $

31.2 $

1.0 $ (66.9)

_______________________

Includes price changes, net of changes in product mix.

(a)
(b) Includes price changes for raw materials and energy.
(c)

Includes other manufacturing costs, over (under) absorption of fixed costs, distribution and selling, general and
administrative ("SG&A") expenses. In addition, in 2020, it included $57.1 million, $7.8 million, and $5.6 million
of unfavorable adjustments in Technical Products, Fine Paper and Packaging, and Unallocated corporate costs,
respectively. In 2019, it included non-routine costs of $6.2 million primarily related to the accelerated depreciation
and other costs related to the consolidation of the fine paper manufacturing footprint with the idling of a paper
machine, and $1.4 million of favorable adjustments primarily related to the curtailment gain for the Neenah
Coldenhove pension plan. See the breakdown by segment and the reconciliation table on page 35 for further
detail.

Consolidated operating income decreased $84.4 million from prior year to a loss of $6.1 million for the year ended
December 31, 2020. Excluding adjusting items noted below, operating income decreased $18.7 million due primarily to
lower sales and manufacturing cost inefficiencies related to COVID-19. The impact of lower volumes was only partly
offset by spending reductions and lower input costs net of selling price reductions. As presented on the reconciliation table
on page 35, we recorded $70.5 million of adjusting items in 2020 including non-cash asset restructuring and impairment
costs for long-lived assets, other restructuring and non-routine costs, incremental costs of responding to COVID-19, loss on
debt extinguishment, pension and SERP settlements and acquisition due diligence costs. Adjusting items of $4.8 million in
2019 included accelerated depreciation due to idling of a fine paper machine, restructuring and other non-routine costs and
pension related gain.

•

Operating income for our technical products business decreased $49.4 million from prior year to a loss of 4.8 million.
Excluding unfavorable adjusting items discussed above and shown on the reconciliation table on page 35, adjusted
operating income increased $8.9 million (21%), primarily as a result of lower input costs net of selling price
reductions, a more profitable mix of filtration products (including media for face masks) and reductions in SG&A and
other spending. These were partly offset by lower sales and production volumes and related manufacturing cost
inefficiencies.

Operating income for our fine paper and packaging business decreased $29.9 million (56%) from the prior year period.
Excluding unfavorable adjusting items discussed above and shown on the reconciliation table on page 35, adjusted
operating income decreased $27.8 million (47%) from the prior year primarily as a result of lower sales and production
volumes and related manufacturing cost inefficiencies. The impact of lower volumes was only partly offset by
spending reductions and lower input costs net of selling price reductions.

Unallocated corporate costs for the year ended December 31, 2020 were $24.6 million, or $5.1 million higher than the
prior year. Excluding unfavorable adjusting items discussed above and shown on the reconciliation table on page 35,
the unallocated corporate costs decreased $0.2 million from prior year.

The following table sets forth our operating income by segment, adjusted for the effects of certain costs, for the periods
indicated:

Technical Products
GAAP Operating Income (Loss)

Asset restructuring and impairment costs
Other restructuring and non-routine costs
COVID-19 costs
Loss on debt extinguishment
Pension and SERP adjustments

Adjusted operating income

Fine Paper and Packaging
GAAP operating income

Asset restructuring and impairment costs
Other restructuring and non-routine costs
COVID-19 costs
Pension and SERP adjustments

Adjusted operating income

Other/Unallocated Corporate Costs
GAAP Operating Loss

Other restructuring and non-routine costs
COVID-19 costs
Loss on debt extinguishment
Pension and SERP adjustments
Acquisition due diligence costs

Adjusted operating loss

Consolidated
GAAP Operating Income (Loss)

Asset restructuring and impairment costs
Other restructuring and non-routine costs
COVID-19 costs
Loss on debt extinguishment
Pension and SERP adjustments
Acquisition due diligence costs

Adjusted operating income

YTD

2020

2019

(4.8) $
54.1
0.7
1.4
0.1
0.8
52.3 $

23.3 $
3.7
2.2
1.5
0.4
31.1 $

(24.6) $
1.3
0.6
1.8
0.4
1.5
(19.0) $

(6.1) $
57.8
4.2
3.5
1.9
1.6
1.5
64.4 $

44.6
—
0.3
—
—
(1.5)
43.4

53.2
4.7
1.0
—
—
58.9

(19.5)
0.2
—
—
0.1
—
(19.2)

78.3
4.7
1.5
—
—
(1.4)
—
83.1

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In accordance with generally accepted accounting principles in the United States ("GAAP"), consolidated operating income
includes the pre-tax effects of asset restructuring and impairment costs, other restructuring and non-routine costs,
COVID-19 costs, loss on debt extinguishment, pension and SERP adjustments, and acquisition due diligence costs. We
believe that by adjusting reported operating income to exclude the effects of such items, the resulting adjusted operating
income is on a basis that reflects the results of our ongoing operations. In assessing COVID-19 impacts, we excluded only
costs which were unusual, incremental and directly attributable to mitigating the effects COVID-19 on our operations. We
believe that providing adjusted operating results will help investors gain an additional perspective of underlying business
trends and results. Adjusted operating income is not a recognized term under GAAP and should not be considered in

isolation or as a substitute for operating income derived in accordance with GAAP. Other companies may use different
methodologies for calculating their non-GAAP financial measures and, accordingly, our non-GAAP financial measures
may not be comparable to their measures.

Additional Statement of Operations Commentary:

•

SG&A expense of $88.0 million for the year ended December 31, 2020 was $10.6 million lower than 2019. Costs in
2020 were lower due to actions taken to reduce costs in areas including marketing, travel, and payroll-related
spending, including impacts of furloughs, headcount reductions and wage and hiring freezes. SG&A expense as a
percentage of net sales for the year ended December 31, 2020 of 11.2 percent remained comparable to 10.5 percent in
2019 despite lower sales.

For the years ended December 31, 2020 and 2019, we incurred $12.6 million and $11.8 million of interest expense,
respectively. In addition to higher debt in the second half of 2020, 2020 interest expense included an incremental $0.4
million due to an overlap in interest incurred in July on both our Senior Notes and Term Loan B, prior to the
redemption of the 2021 Senior Notes on July 16, 2020.

Income tax expense (benefit) represented (16) percent and 17 percent of income (loss) from continuing operations
before income taxes for the years ended December 31, 2020 and 2019, respectively. In general, our effective tax rate
differs from the U.S. statutory tax rate primarily due to impacts of changes in the mix of earnings in taxing
jurisdictions with differing statutory rates, the impact of R&D and other tax credits, changes in tax laws and changes in
corporate structure as a result of business acquisitions and dispositions.

For the year ended December 31, 2020, our effective income tax (benefit) rate related to continuing operations of (16)
percent was significantly impacted by the effects of the pre-tax loss in the U.S. resulting from the $52.3 million asset
impairment loss of the U.S. transportation filtration asset (see Note 12, "Asset Restructuring and Impairment Costs" of
Notes to Condensed Consolidated Financial Statements) recorded during the three months ended June 30, 2020. Also,
as a result of the impacts of COVID-19 and other factors, we evaluated our ability to utilize our deferred tax assets,
including research and development and other tax credits and NOLs, before they expire. During 2020, the effective
income tax (benefit) rate was negatively impacted by a $4.6 million increase to the valuation allowance against our
state tax credits and NOLs.

For the year ended December 31, 2019, our effective income tax rate related to continuing operations was 17 percent,
primarily due to the tax benefit of R&D tax credits generated during the year.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act ("CARES
Act"). The CARES Act included various income and payroll tax provisions designed to stimulate the economy and
provide relief to businesses. Among its benefits was the ability to enhance the value of NOLs by allowing the
carryback of NOLs to tax years in which the U.S. federal statutory income tax rate was 35%. During the three months
ended December 31, 2020, we recorded an income tax benefit of $0.9 million and a corresponding tax receivable of
$8.0 million for this tax refund to be received during 2021. In addition, we generated cash tax savings from the option
to delay payment of $4.4 million of 2020 U.S. payroll taxes until December 31, 2021 and 2022. We also utilized the
payroll tax provisions of the Employee Retention Credit of the CARES Act to partially offset qualified wages and
benefits of employees impacted by COVID-19 travel and other work restrictions. We utilized similar COVID-19 relief
measures in Germany, the Netherlands and the U.K. aimed at providing subsidies for employee retention and deferral
of tax payments.

Liquidity and Capital Resources

We believe that we have a strong financial position and the liquidity to withstand economic uncertainty during this volatile
period, in consideration of the following:

• $37.1 million of cash and cash equivalents was on hand at December 31, 2020.
• we had no outstanding borrowings as of December 31, 2020 under our Global Revolving Credit Facility; with a

significant remaining availability of $138.6 million;

• we have no near-term debt maturities, as the Global Revolving Credit Facility matures in December 2023 and the

Term Loan B facility matures in June 2027;

Net cash flow provided by (used in):

Operating activities

Investing activities:

Capital expenditures
Proceeds from sale of property, plant and equipment

Other investing activities

Total investing activities

Financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Operating Cash Flow Commentary

Year Ended December 31,

2020

2019

93.4 $

97.6

(18.9)
0.5

(1.1)

(19.5)

(47.0)

1.2

28.1 $

(21.4)
—

(1.9)

(23.3)

(75.2)

—

(0.9)

•

Cash provided by operating activities of $93.4 million for the year ended December 31, 2020 was $4.2 million lower
than cash provided by operating activities of $97.6 million in the prior year. Actions to improve working capital and to
reduce spending largely offset the impact from lower earnings.

Investing Cash Flow Commentary:

•

For the years ended December 31, 2020 and 2019, cash used by investing activities was $19.5 million and $23.3
million, respectively. Capital spending was reduced in 2020 by $2.5 million to preserve liquidity.

Going forward, we expect aggregate annual capital expenditures to return to a range of approximately 2 to 4 percent of
net sales. We believe that this level of capital spending can be funded from cash provided from operating activities and
allows us to maintain the efficiency and cost effectiveness of our assets while also investing in expanded capabilities to
successfully pursue strategic initiatives and deliver attractive returns.

Financing Cash Flow Commentary:

Our liquidity requirements are provided by cash generated from operations and short- and long-term borrowings.

•

On July 16, 2020, we completed the redemption in full of the $175 million of 2021 Senior Notes using the $200
million of proceeds from the Term Loan B which we entered into on June 30, 2020.

For the year ended December 31, 2020, cash used by financing activities was $47.0 million compared to cash used by
financing activities of $75.2 million for the prior year. The change was due to lower net debt repayments of $4.3
million in 2020 compared to $38.1 million in the prior year.

For the year ended December 31, 2020, cash and cash equivalents increased $28.1 million to $37.1 million at
December 31, 2020 from $9.0 million at December 31, 2019. Total debt decreased $6.4 million to $194.4 million at
December 31, 2020 from $200.8 million at December 31, 2019. The decrease in total debt reflects repayment of all

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amounts outstanding under the Global Revolving Credit Facility and scheduled repayments of the Term Loan B and
other debt (described below), which exceeded the net incremental borrowing from the Term Loan B (compared to the
extinguished 2021 Senior Notes). Net debt (total debt minus cash and cash equivalents) decreased by $34.5 million.

• We have the following credit facilities:

Global Revolving Credit Facility

On June 30, 2020, we amended our principal credit agreement (Fourth Amended and Restated Credit Agreement) to
among other things, (a) remove the applicable components of the Term Loan B Priority Collateral (as defined in Note
6 to our consolidated financial statement included herein) from the borrowing base calculation under the Global
Revolving Credit Facility, (b) permit the pledging of the Collateral under the Term B Facility and subordinate liens of
the Fourth Amended and Restated Credit Agreement lenders on Term Loan B Priority Collateral to the first position
liens on Term Loan B Priority Collateral under the Term B Facility, (c) reduce the U.S. revolving credit facility
amount from $150 million to $125 million, (d) reduce the German revolving credit facility amount from $75 million to
$50 million, and (e) adjust certain reporting and financial covenant activation and deactivation thresholds. The variable
interest rates on our revolving credit facility are based on LIBOR as a benchmark, exposing us to possible changes in
interest in the event that the method for determining LIBOR changes, LIBOR is replaced by an alternative reference
rate or LIBOR is phased out altogether. The impact related to any changes cannot be predicted at this time. As of
December 31, 2020, we had no borrowings outstanding under our Global Revolving Credit Facility. See Note 6 of
Notes to Consolidated Financial Statements, "Debt."

Term Loan B Facility

On July 16, 2020, we completed the redemption in full of the $175 million of 2021 Senior Notes using the $200 million of
proceeds from the Term Loan B which we entered into on June 30, 2020. Under the terms of the Term Loan Credit
Agreement, and subject to certain conditions and adjustments, the Company may from time to time solicit the Term
Loan B Lenders or new lenders to provide incremental term loan financings under the Term B Facility up to
$125 million in the aggregate (each an "Incremental Term Facility"). Under the terms of the Term Loan Credit
Agreement, borrowings under the Term B Facility will bear interest, as selected by the Company, at a per annum rate
equal to either (a) the reserve-adjusted LIBOR rate for interest periods of one, two or three months, plus an applicable
rate of 4.00% per annum, or (b) the Alternate Base Rate, plus an applicable rate of 2.00% per annum. “Alternate Base
Rate” will be equal to the greatest of (1) the prime rate as quoted from time to time in The Wall Street Journal or
published by the Federal Reserve Board, (2) the overnight bank funding rate established by the Federal Reserve Bank
of New York, plus 50 basis points, and (3) one-month reserve-adjusted LIBOR plus 100 basis points. The Alternate
Base Rate is subject to a “floor” of 2.0%, and the adjusted LIBOR rate is subject to a “floor” of 1.0%. As of
December 31, 2020, the weighted-average interest rate on outstanding Term Loan borrowings was 5.0% per annum.
The Term Loan B is repayable in equal quarterly installments commencing on September 30, 2020 in an aggregate
annual amount equal to 1% of the original principal amount of the Term B Facility (subject to certain reductions in
connection with debt prepayments and debt buybacks). The entire unpaid principal balance of the Term Loan B,
together with all accrued and unpaid interest thereon, will be due and payable at maturity on June 30, 2027. See Note 6
of Notes to Consolidated Financial Statements, "Debt."

Other Debt

In January 2013, Neenah Germany entered into a project financing agreement for the construction of a melt blown
machine (the "Second German Loan Agreement"). The Second German Loan Agreement provides for €9.0 million of
construction financing which is secured by the melt blown machine. The loan matures in September 2022 and
principal is repaid in equal quarterly installments. At December 31, 2020, €2.0 million ($2.4 million, based on
exchange rates at December 31, 2020) was outstanding under the Second German Loan Agreement.

In May 2018, Neenah Germany entered into a project financing agreement for construction of a regenerative thermal
oxidizer (the "Third German Loan Agreement") to increase the capacity of the existing saturators and ensure
compliance with new European air emission standards. The agreement provides for €5.0 million of financing and is
secured by the asset. The loan matures in September 2022 and principal is repaid in 13 equal quarterly installments
beginning in June 2019. The interest rate on amounts outstanding is 1.45 percent based on actual days elapsed in a
360-day year and is payable quarterly. In the fourth quarter 2018, we received a subsidy from the German government
of $0.9 million due to completion of the regenerative thermal oxidizer project. At December 31, 2020, €2.1 million
($2.6 million, based on exchange rates at December 31, 2020) was outstanding under the Third German Loan
Agreement.

•

Availability under our Global Revolving Credit Facility varies over time depending on the value of our inventory,
receivables and (in the case of the German Revolving Credit Facility) various capital assets. As of December 31, 2020,
we had no borrowings, and $0.3 million of outstanding letters of credit, outstanding under our Global Revolving Credit
Facility and $138.6 million of available credit (based on exchange rates at December 31, 2020).

• We have required debt payments through December 31, 2021 of $4.9 million on the Term Loan B and the Second and

Third German Loan Agreements

•

As of December 31, 2020, our cash balance of $37.1 million consists of $16.6 million in the U.S. and $20.5 million
held at entities outside of the U.S. As of December 31, 2020, there were no restrictions regarding the repatriation of
our non-U.S. cash.

Transactions with Shareholders

•

For the years ended December 31, 2020 and 2019, we paid quarterly cash dividends of $0.47 per common share or
$31.9 million and $0.45 per common share or $30.5 million, respectively.

In November 2020, our Board of Directors authorized a program for the purchase of up to $25 million of outstanding
common stock effective January 1, 2021 ("Stock Purchase Plan"). The program does not require the Company to
purchase any specific number of shares and may be suspended or discontinued at any time. Purchases under the Stock
Purchase Plan will be made from time to time in the open market or in privately negotiated transactions in accordance
with the requirements of applicable law. The timing and amount of any purchases will depend on share price, market
conditions and other factors. For the year ended December 31, 2020, we acquired approximately 59,577 shares of
Common Stock at a cost of $3.6 million. For further details on our Stock Purchase Plans refer to Note 9 of Notes to
Consolidated Financial Statements, "Stockholders' Equity."

For the years ended December 31, 2020 and 2019, we acquired approximately 22,064 and 17,774 shares of Common
Stock, respectively, at a cost of $1.2 million and $1.3 million, respectively, for shares surrendered by employees to pay
taxes due on vested restricted stock awards and stock appreciation rights exercised.

Under the terms of the Fourth Amended and Restated Credit Agreement, we are permitted to pay cash dividends on,
and repurchase shares of, our common stock without limitation, as long as our specified excess availability under the
Fourth Amended and Restated Credit Agreement exceeds the greater of (i) $20 million and (ii) 12.5% of our aggregate
commitments under the Global Revolving Credit Facility (approximately $22 million as of December 31, 2020), on a
pro forma basis after giving effect to such dividend or stock repurchase (as the case may be). If our specified excess
availability, on a pro forma basis, is less than the applicable threshold, we are subject to certain restrictions on the
amount of cash dividends we are permitted to declare and the amount of share repurchases we are permitted to
execute. As of December 31, 2020, our availability was $138.6 million, so this restriction did not apply. See our
availability under the Fourth Amended and Restated Credit Agreement in Note 6 of Notes to Consolidated Financial
Statements, "Debt."

Under the most restrictive terms of the Term Loan Credit Agreement, we are permitted to pay cash dividends and
repurchase shares of our common stock in an aggregate amount not to exceed $8.75 million per fiscal quarter.
However, as long as the total leverage ratio calculated in accordance with the Term Loan Credit Agreement does not
exceed 2.5 to 1.0, we can pay dividends or repurchase shares without limitation. In the event the total leverage ratio
exceeds 2.5 to 1.0, but is less than or equal to 3.5 to 1.0, we may still pay dividends or repurchase shares of our
common stock in an aggregate amount in excess of $8.75 million per fiscal quarter by utilizing certain "restricted
payment baskets" described in the Term Loan Credit Agreement. In addition, we would be permitted to pay cash
dividends and repurchase shares of our common stock in excess of $8.75 million per fiscal quarter if the aggregate
amount of such payments, together with the amount of redemptions or prepayments of certain indebtedness, is less
than or equal to the greater of (i) $65 million and (ii) 9% of our consolidated tangible assets. As of December 31,
2020, since our total leverage ratio was less than 2.5 to 1.0, none of these covenants were restrictive to our ability to
pay dividends on or repurchase shares of our common stock.

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Contractual Obligations

The following table presents the total contractual obligations for which cash flows are fixed or determinable as of
December 31, 2020:

(In millions)

2021

2022

2023

2024

2025

Beyond
2025

Total

Long-term debt payments
Interest payments on long-term
debt (a)

Open purchase orders (b)
Other post-employment benefits
(c)
Contributions to pension trusts
and other benefit obligations (d)
Minimum purchase
commitments (e)

Operating leases (f)

4.9 $

4.1 $

2.0 $

189.0 $

204.0

10.0

83.0

6.0

5.8

1.5

4.1

9.8

—

4.8

0.1

0.8

3.8

9.7

—

4.5

0.1

0.2

3.4

9.6

—

4.1

0.1

0.2

2.9

9.5

—

3.7

0.1

—

2.5

14.1

—

12.3

1.1

—

9.4

62.7

83.0

35.4

7.3

2.7

26.1

Total contractual obligations

115.3 $

23.4 $

19.9 $

18.9 $

17.8 $

225.9 $

421.2

_______________________

(a)

Interest payments on long-term debt includes interest on variable rate debt at December 31, 2020 weighted
average interest rates.

(b) The open purchase orders displayed in the table represent amounts we anticipate will become payable within the

next 12 months for goods and services that we have negotiated for delivery.

amounts are estimated using actuarial assumptions, including expected future service, to project the future
obligations.

(d) We expect to make aggregate contributions to qualified and nonqualified defined benefit pension trusts and to pay
pension benefits for unfunded pension of $5.8 million in 2021. The amount also includes estimated payments
of $0.1 million per year over 20 years for the withdrawal liability from PIUMPF. See Note 7 of Notes to
Consolidated Financial Statements, "Pension and Other Postretirement Benefits."

(e) The minimum purchase commitments in 2020 are primarily for utilities and information technology contracts.

Although we are primarily liable for payments on the above minimum purchase commitments, based on historic
operating performance and forecasted future cash flows, we believe our exposure to losses, if any, under these
arrangements is not material.

(f) We adopted the ASU 2016-02, Leases (Topic 842) accounting standard in 2019 by recognizing the present value
of the lease payments above as right-of-use assets and corresponding lease liabilities on our consolidated balance
sheet. See Note 10 of Notes to Consolidated Financial Statements, "Leases."

Other Items

•

As of December 31, 2020, we had $28.2 million of U.S. federal and $7.4 million of U.S. state R&D Credits which, if
not used, will expire between 2028 and 2040 for the U.S. federal R&D Credits and between 2021 and 2035 for the
state R&D Credits. As of December 31, 2020, we had $71.8 million of state net operating losses (NOLs) which may be
used to offset state taxable income. The NOLs are reflected in the consolidated financial statements as a deferred
income tax asset of $4.4 million. If not used, substantially all of the NOLs will expire in various amounts between
2021 and 2040.

• Management believes that our ability to generate cash from operations and our borrowing capacity are adequate to

fund working capital, capital spending and other cash needs for the next 12 months. Our ability to generate adequate
cash from operations beyond 2020 will depend on, among other things, our ability to successfully implement our
business strategies, control costs in line with market conditions and manage the impact of changes in input prices and
currencies. We can give no assurance we will be able to successfully implement these items.

Adoption of New Accounting Pronouncements

See Note 2 of Notes to Consolidated Financial Statements, "Summary of Significant Accounting Policies — Recently
Adopted Accounting Standards" for a description of accounting standards adopted in the year ended December 31, 2020.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in conformity with GAAP in the United States requires estimates and assumptions
that affect the reported amounts and related disclosures of assets and liabilities at the date of the financial statements and
net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes in these
estimates are recorded when known. The critical accounting policies used in the preparation of the consolidated financial
statements are those that are important both to the presentation of financial condition and results of operations and require
significant judgments with regard to estimates used. These critical judgments relate to the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported amounts of expenses.

The following summary provides further information about the critical accounting policies and should be read in
conjunction with the notes to the consolidated financial statements. We believe that the consistent application of our
policies provides readers of our financial statements with useful and reliable information about our operating results and
financial condition.

We have discussed the application of these critical accounting policies with the Audit Committee of our Board of
Directors.

Inventories

We value U.S. inventories at the lower of cost, using the last-in, first-out ("LIFO") method, or market. German and Dutch
inventories are valued at the lower of cost, using a weighted-average cost method, or net realizable value. The first-in, first-
out ("FIFO") value of U.S. inventories valued on the LIFO method was $88.5 million and $102.2 million at December 31,
2020 and 2019, respectively and exceeded such LIFO value by $6.4 million and $8.9 million, respectively. Cost includes
labor, materials and production overhead. Under the LIFO inventory valuation method, changes in the cost of raw materials
and production activities are recognized in cost of sales in the current period even though these materials and other costs
may have been incurred at significantly different values due to the length of time of our production cycle. Since we value
most of our inventory utilizing the LIFO inventory costing methodology, rapid changes in raw material costs have an
immediate impact on our operating results.

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Income Taxes

Significant judgment is required in determining our global provision for income taxes and recording the related tax assets
and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax
determination is less than certain. Our effective income tax rates include the tax effects of certain special items, such as
R&D Credits, foreign tax rate differences, tax effects of foreign financing structures, changes in statutory tax rates and
excess tax benefits from stock compensation. While we believe that these judgments and estimates are appropriate and
reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.

As of December 31, 2020 and 2019, our liability for uncertain income taxes positions was $8.0 million and $7.8 million,
respectively. The determination of our provision for income taxes requires considerable judgment, the use of estimates, and
the interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and
amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. Uncertain tax positions
occur, and a resulting income tax liability is recorded when management concludes that an income tax position fails to
achieve a more likely than not recognition threshold. When this occurs, the amount of tax benefits recognized may differ
from the amount taken or expected to be taken on a tax return. These differences represent unrecognized tax benefits and

are reviewed at each reporting period based on facts, circumstances, available evidence and applicable laws. We recognize
interest and penalties, if any, related to uncertain tax positions as a component of the provision for income taxes.

As of December 31, 2020 and 2019, the Company had $5.3 million and $5.2 million of foreign tax credits, all of which the
Company believes will expire unutilized. Therefore, as of December 31, 2020 and 2019, the Company recorded a valuation
allowance which was equal to the balance of the deferred income tax asset. As of December 31, 2020 and 2019, the
Company also had a valuation allowance of $6.4 million and $0.7 million, respectively, against the gross value of its state
tax credits and NOLs. Including the federal benefit of state taxes, the net valuation allowance reflected on the consolidated
balance sheets was $5.1 million and $0.5 million as of December 31, 2020 and 2019, respectively. In determining the need
for a valuation allowance, the Company considers many factors, including specific taxing jurisdictions, sources of taxable
income, income tax strategies and forecasted earnings for the entities in each jurisdiction. A valuation allowance is
recognized if, based on the weight of available evidence, the Company concludes that it is more likely than not that some
portion or all of the deferred income tax asset will not be realized.

Pension and Other Postretirement Benefits

Consolidated pension expense related to continuing operations for defined benefit pension plans was $4.0 million, $3.7
million and $7.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. See Note 7, "Pension and
Other Postretirement Benefits" for components of net periodic benefit cost. Accounting for defined benefit pension plans
requires various assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets,
future compensation growth rates and mortality rates. Accounting for our postretirement benefit plans also requires various
assumptions, which include, but are not limited to, discount rates and annual rates of increase in the per capita costs of
health care benefits.

The following chart summarizes the more significant assumptions used in the actuarial valuation of our defined benefit
plans for each of the past three years:

Pension plans

Weighted average discount rate for benefit expense
Weighted average discount rate for benefit obligation
Expected long-term rate on plan assets
Rate of compensation increase for benefit expense

Postretirement benefit plans

Weighted average discount rate for benefit expense
Weighted average discount rate for benefit obligation
Health care cost trend rate assumed for next year
Ultimate cost trend rate
Year that the ultimate cost trend rate is reached

2020

2019

2018

2.98 % 3.78 % 3.65 %
2.28 % 2.98 % 3.94 %
5.42 % 5.91 % 5.78 %
2.05 % 2.33 % 2.44 %

2.68 % 3.84 % 3.42 %
1.67 % 2.68 % 3.84 %
5.25 % 6.10 % 6.80 %
4.50 % 4.50 % 4.50 %
2037
2037

2037

The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in the U.S.
is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the market place,
whose duration matches the timing of expected pension benefit payments. The discount (or settlement) rate that is utilized
for determining the present value of future pension obligations in Germany is generally based on the IBOXX index of AA-
rated corporate bonds adjusted to match the timing of expected pension benefit payments.

The expected long-term rate of return on pension fund assets held by our pension trusts was determined based on several
factors, including input from pension investment consultants and projected long-term returns of broad equity and bond
indices. We also considered the plans' historical 10-year and 15-year compounded annual returns. We evaluate our
investment strategy and long-term rate of return on pension asset assumptions at least annually.

For the years ended December 31, 2020, 2019 and 2018, consolidated postretirement health care and life insurance plan
benefit expense was $2.9 million, $3.6 million and $3.1 million, respectively. The discount (or settlement) rate that is
utilized for determining the present value of future postretirement health care and life insurance plan benefit obligations in
the U.S. is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the
market place, whose duration matches the timing of expected postretirement health care and life insurance benefit
payments. The discount (or settlement) rate that is utilized for determining the present value of future postretirement health

care and life insurance obligations for our foreign benefit plans is generally based on an index of AA-rated corporate bonds
adjusted to match the timing of expected benefit payments.

We evaluate these assumptions at least once each year or as facts and circumstances dictate and we make changes as
conditions warrant. Changes to these assumptions will increase or decrease our reported net periodic benefit expense,
which will result in changes to the recorded benefit plan assets and liabilities.

Useful Life and Impairment of Long-Lived Assets

Property, Plant and Equipment

For financial reporting purposes, depreciation is principally computed on the straight-line method over estimated useful
asset lives. The weighted average remaining useful lives for buildings, land improvements and machinery and equipment
are approximately 17 years, 20 years and 9 years respectively. We also use units-of-production method of depreciation for
the U.S. transportation filtration production assets with a gross book value of $29.4 million, which reflects the nature of the
assets' utilization.

Property, plant and equipment are tested for impairment in accordance with ASC Topic 360, Property, Plant, and
Equipment ("ASC Topic 360"), whenever events or changes in circumstances indicate that the carrying amounts of such
long-lived assets may not be recoverable from future net pre-tax cash flows. Impairment testing requires significant
management judgment including estimating the future success of product lines, future sales volumes, growth rates for
selling prices and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. Impairment
testing is conducted at the lowest level where cash flows can be measured and are independent of cash flows of other
assets. An asset impairment would be indicated if the sum of the expected future net pre-tax cash flows from the use of the
asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would
be measured based on the difference between the fair value of the asset and its carrying amount. We estimate fair value
based on an expected present value technique using multiple cash flow scenarios that reflect a range of possible outcomes
and a risk free rate.

The estimates and assumptions used in the impairment analysis are consistent with the business plans and estimates we use
to manage our business operations. The use of different assumptions would increase or decrease the estimated fair value of
the asset and would increase or decrease the impairment charge. Actual outcomes may differ from the estimates.

During the year ended December 31, 2020, due to the adverse impacts of COVID-19, the Company recorded asset
restructuring and impairment costs of $55.3 million, of which $52.3 million related to a non-cash impairment loss for long-
lived assets used primarily in the Technical Products segment. The other charge of $3.0 million arose from accelerated
depreciation due to the idling of assets and related employee termination benefits for a workforce reduction in the Fine
Paper and Packaging segment. See Note 12 of Notes to Consolidated Financial Statements, "Asset Restructuring and
Impairment Costs" for further discussion.

Goodwill and Other Intangible Assets with Indefinite Lives

We test goodwill for impairment at least annually in conjunction with preparation of Neenah's annual business plan, or
more frequently if events or circumstances indicate it might be impaired.

We tested goodwill for impairment as of November 30, 2020 under ASC Topic 350, Intangibles — Goodwill and Other. In
this quantitative assessment, the Company estimated the fair value of the reporting units using a market approach in
combination with a discounted operating cash flow approach. Significant assumptions used in developing the discounted
operating cash flow approach were revenue growth rates and pricing, costs for manufacturing inputs, levels of capital
investment and estimated cost of capital for high, medium and low growth environments. Based on these assessments, the
Company determined that the likelihood that a current fair value determination would be less than the current carrying
amount of the reporting unit is not more likely than not. As of November 30, 2020, no impairment was indicated.

Other Intangible Assets

Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with
indefinite lives are annually reviewed for impairment in accordance with ASC Topic 350.

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Acquired intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated
useful lives, and reviewed for impairment in accordance with ASC Topic 360. Intangible assets consist primarily of
customer relationships, trade names and acquired intellectual property. Such intangible assets are amortized using the
straight-line method over estimated useful lives of between 10 and 15 years.

During the second quarter of 2020, we recorded an impairment loss for its indefinite-lived intangible assets (brand names)
of $0.9 million and $0.4 million in the Fine Paper and Packaging and Technical Products segments, respectively, due to the
adverse impacts of the pandemic. See Note 12, "Asset Restructuring and Impairment Costs." Our annual test of other
intangible assets for impairment at November 30, 2020, 2019, and 2018 indicated that the carrying amount of such assets
was recoverable.

Acquisition Accounting

We account for acquisitions under ASC Topic 805, which requires companies to record assets acquired and liabilities
assumed at their respective fair market values at the date of acquisition. The accounting for acquisitions involves a
considerable amount of judgment and estimates, including the fair value of certain forms of consideration; fair value of
acquired intangible assets involving projections of future revenues and cash flows that are then either discounted at an
estimated discount rate or measured at an estimated royalty rate; fair value of other acquired assets and assumed liabilities,
including potential contingencies; and the useful lives of the acquired assets. The assumptions used are determined at the
time of the acquisition in accordance with accepted valuation models. Projections are developed using internal forecasts,
available industry and market data and estimates of long-term rates of growth for our business. The impact of prior or
future acquisitions on our financial position or results of operations may be materially impacted by the change in or initial
selection of assumptions and estimates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a multinational enterprise, we are exposed to market risks such as changes in commodity prices, foreign currency
exchange rates, and interest rates. A variety of practices are employed to manage these risks, including operating and
financing activities.

Presented below is a description of our most significant market risks.

Commodity Risk

Pulp

We purchase the wood pulp used to produce our products on the open market, and, as a result, the price and other terms of
those purchases are subject to change based on factors such as worldwide supply and demand and government regulation.
We do not have significant influence over the price paid for our wood pulp purchases. Therefore, an increase in wood pulp
prices could adversely affect earnings if prices for our products are not increased or if such increases significantly trail the
increases in wood pulp prices.

Based on our current quantity of pulp purchases, a $100 per ton increase in the average market price for pulp would have
increased our annual costs for pulp by approximately $22 million.

Other Manufacturing Inputs

We purchase a substantial portion of the other manufacturing inputs necessary to produce our products on the open market,
and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide
supply and demand and government regulation. We do not have significant influence over our costs for such manufacturing
inputs. Therefore, an increase in manufacturing inputs could adversely affect earnings if prices for our products are not
increased or if such increases significantly trail the increases in manufacturing inputs.

We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of
production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term
requirements for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp
or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to
meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do
not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations.

We have the ability to generate substantially all of the electrical energy used by our Munising mill and approximately 25
percent of the electrical energy at our Appleton and Bruckmühl mills. Availability of energy is not expected to be a
problem in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on
fluctuations in demand and other factors. There is no assurance that that we will be able to obtain electricity or natural gas
purchases on favorable terms in the future.

Except for certain specialty latex grades and specialty pulps used by our technical products business, we are not aware of
any significant concentration of business transacted with a particular supplier.

Our transportation costs are affected by various market factors as previously discussed under Item 1A, "Risk Factors." We
do not have significant influence over our transportation prices. Therefore, an increase in transportation costs could
adversely affect earnings if prices for our products are not increased or if such increases significantly trail the increases in
transportation costs.

Foreign Currency Risk

Our reported operating results are affected by changes in the exchange rates of the local currencies of our non-U.S.
operations relative to the U.S. dollar. A hypothetical 10 percent strengthening of the U.S dollar relative to the local
currencies of our non-U.S. operations would change our income before income taxes by approximately $3.9 million. We do
not hedge our exposure to exchange risk on reported operating results.

The translation of the balance sheets of our non-U.S. operations from their local currencies into U.S. dollars is also
sensitive to changes in the exchange rate of the U.S. dollar. Consequently, we perform a sensitivity test to determine if
changes in the exchange rate would have a significant effect on the translation of the balance sheets of our non-U.S.
operations into U.S. dollars. These translation gains or losses are recorded as unrealized translation adjustments, a
component of accumulated other comprehensive income (loss) within stockholders' equity. The hypothetical change in
unrealized translation adjustment is calculated by multiplying the net assets of our non-U.S. operations by a 10 percent
change in the exchange rate of their local currencies compared to the U.S. dollar. As of December 31, 2020, the net assets
of our non-U.S. operations exceeded their net liabilities by approximately $246 million. As of December 31, 2020, a
10 percent strengthening of the U.S. dollar relative to the local currencies of our non-U.S. operations would have changed
our stockholders' equity by approximately $25 million.

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Interest Rate Risk

We are exposed to interest rate risk on our variable rate bank debt. At December 31, 2020, we had $199.0 million of
variable rate borrowings outstanding. A 100 basis point increase in interest rates would increase our annual interest expense
on outstanding variable rate borrowings by approximately $2 million.

We believe these risks can be managed and will not have a material effect on our business or our consolidated financial
position, results of operations or cash flows.

Item 8. Financial Statements and Supplementary Data

The information required in Item 8 is contained in and incorporated herein by reference from pages F-1 through F-55 of
this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered
by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as
of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or
submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as
defined in Rules 13a-15(f) or 15a-15(f) under the Exchange Act. The Company's internal control over financial reporting is
designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair
presentation of published financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2020. The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of
the Company's businesses for the year ended December 31, 2020. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —
Integrated Framework (2013). Based upon its assessment, management believes that as of December 31, 2020, the
Company's internal controls over financial reporting were effective.

The effectiveness of internal control over financial reporting as of December 31, 2020, has been audited by Deloitte &
Touche LLP, the independent registered public accounting firm who also audited our consolidated financial statements.
Deloitte & Touche's attestation report on the Company's internal control over financial reporting is included herein. See
Item 15, "Exhibits and Financial Statement Schedule."

Neenah, Inc.

February 19, 2021

Changes in Internal Control Over Financial Reporting

There has been no significant change in the Company's internal control over financial reporting during the three months
ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

The information required to be set forth herein, except for the information included under Executive Officers of the
Company below, relating to nominees for director of Neenah and compliance with Section 16(a) of the Securities Exchange
Act of 1934 is set forth under the captions "Election of Directors", "Meetings and Committees of the Board of Directors",
"Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the Proxy
Statement for the Annual Meeting of Stockholders ("Annual Meeting") to be held on May 20, 2021. Such information is
incorporated herein by reference. The definitive Proxy Statement will be filed with the Securities and Exchange
Commission no later than 120 days after December 31, 2020.

Executive Officers of the Company

Set forth below is information concerning our executive officers.

Name
Julie A. Schertell

Paul F. DeSantis

Byron J. Racki

President, Chief Executive Officer and Director

Position

Executive Vice President, Chief Financial Officer and Treasurer

Executive Vice President, Segment President, Technical Products

Kingsley E. Shannon

Executive Vice President, Segment President, Fine Paper and Packaging

Jason T. Free

Noah S. Benz

Michael W. Rickheim

Larry N. Brownlee

Executive Vice President, Global Operations

Executive Vice President, General Counsel and Secretary

Executive Vice President, Chief Human Resources Officer and Chief Administrative
Officer
Vice President, Controller and Principal Accounting Officer

Julie A. Schertell, born in 1969, is President and Chief Executive Officer and serves as a Director. She has been in that role
since May 2020. Prior to becoming President and Chief Executive Officer, Ms. Schertell served as our Senior Vice
President, Chief Operating Officer since January 2020. Ms. Schertell joined Neenah in 2008 and served as Vice President
of Sales and Marketing for the Fine Paper division through December 2010, as a Senior Vice President and President, Fine
Paper and Packaging through September 2018, and as a Senior Vice President and President, Technical Products through
December 2019. Ms. Schertell was employed by Georgia-Pacific Corporation in the Consumer Products Retail division,
where she served as Vice President of Sales Strategy from 2007-2008, and as Vice President of Customer Solutions from
2003 through 2007.

Paul F. DeSantis, born in 1964, is Executive Vice President, Chief Financial Officer and Treasurer and has been in that
role since May 2020. Prior to joining Neenah, Mr. DeSantis served as Chief Financial Officer & Treasurer of OMNOVA
Solutions Inc., a global producer of emulsion polymers, specialty chemicals, and decorative and functional surfaces. Mr.
DeSantis has also served as Chief Financial Officer, Treasurer & Assistant Corporate Secretary of Bob Evans Farms, Inc.
and as CFO of the A. Schulman Company. Mr. DeSantis also held a number of executive leadership roles with the Scotts-
Miracle-Gro Company, culminating in his role as Vice President & Corporate Treasurer.

Byron J. Racki, born in 1977, is Executive Vice President, Segment President, Technical Products, and has been in that role
since July 2020. Prior to this role, Mr. Racki served as our Senior Vice President of Sales and Marketing since January
2020. Mr. Racki joined the Company in 2006 and has served in areas of increasing responsibility including Vice President
of Sales and Marketing for Fine Paper in 2012 and 2013, Vice President of Sales and Marketing, Performance Materials
(Specialty Products) from 2014 through 2016, Senior Vice President and President, Performance Materials in 2017 and
2018 and Senior Vice President and President, Fine Paper and Packaging through December 2019. Prior to joining Neenah,
Mr. Racki was employed by Kimberly-Clark in the Family Care division in various finance positions.

Kingsley E. Shannon, born in 1974, is Executive Vice President, Segment President, Fine Paper and Packaging and has
been in this role since July 2020. Prior to this role, Ms. Shannon served as our Vice President, Consumer Sales and
Marketing & Global Marketing Services since December of 2017. Ms. Shannon joined Neenah in February 2014 and has
held various roles of increasing responsibility, including Vice President of Marketing & Global Marketing Services in 2015
through 2017 and Director of Marketing in 2014 and 2015. Prior to joining Neenah, Ms. Shannon was employed by Newell
Brands in various Marketing Leadership positions and Maytag Corporation (now Whirlpool Corporation) in various Sales
and Marketing positions.

Jason T. Free, born in 1969, is Executive Vice President of Global Operations and has been in this role since
January 2021. Prior to this role, Mr. Free was the Vice President of Global Operations from August 2020 to December
2020, Vice President of North American Operations from February 2020 to August 2020, and Vice President Fine Paper &
Packaging Supply Chain from January 2018 to February 2020. Mr. Free joined Neenah in 2006 and served in various
operations leadership roles across multiple facilities in the Fine Paper & Packaging division through December 2017. Prior
to joining Neenah, Mr. Free was employed by Stora Enso as a Global Customer Solutions Engineer and Wausau Paper as a
Manufacturing Manager. Mr. Free earned his Bachelor of Science degree in Paper Science and Engineering from the
University of Wisconsin-Stevens Point.

Noah S. Benz, born in 1973, is Executive Vice President, General Counsel and Secretary and has been in that role since
August 2018. Mr. Benz served as Neenah’s Vice President, Deputy General Counsel and Assistant Secretary from 2010
through 2018 and Associate General Counsel from 2005 through 2010. Prior to his employment with Neenah, Mr. Benz
served as Associate General Counsel for Mariner Health Care, Inc., a nursing home and long-term acute care hospital
company. Mr. Benz engaged in the private practice of law with Nelson, Mullins, Riley & Scarborough and Chamberlain
Hrdlicka from 1998 through 2003. Mr. Benz received his JD, with honors, from the Emory University School of Law in
1998.

Michael W. Rickheim, born in 1974, is Executive Vice President, Chief Human Resources Officer & Chief Administrative
Officer and has been in that role since April 2020. Prior to joining Neenah, Mr. Rickheim served as the Chief Human
Resources Officer for Newell Brands, where he held various roles of increasing responsibility related to HR business
partnership, talent acquisition, talent development, employee engagement, inclusion & diversity and communications.

Larry N. Brownlee, born in 1956, is Vice President, Controller and Principal Accounting Officer and has been in that role
since July 2004. From 1990 to 2004, Mr. Brownlee served as Controller of several public companies in the electric utility,
telephone and healthcare industries. From 1979 to 1990, Mr. Brownlee was with Arthur Andersen & Co. and provided
audit services to clients primarily in the manufacturing, utility and healthcare industries. Mr. Brownlee is a Certified Public
Accountant and received his Masters of Accountancy from the University of Georgia in 1979.

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There are no family relationships among our directors or executive officers.

Code of Ethics

The Neenah, Inc. Code of Business Conduct and Ethics, applies to all directors, officers and employees of Neenah. The
Code of Business Conduct and Ethics meets the requirements of a "code of ethics" as defined by Item 406 of Regulation S-
K, and applies to our Chief Executive Officer, Chief Financial Officer (our principal financial officer) and Vice President,
Controller (our principal accounting officer), as well as all other employees, as indicated above. The Code of Business
Conduct and Ethics also meets the requirements of a code of conduct under New York Stock Exchange listing standards.
The Code of Business Conduct and Ethics is posted on our web site at www.neenah.com under the links "Investor
Relations — Corporate Governance — Code of Ethics" and print copies are available upon request without charge. You
can request print copies by contacting our General Counsel in writing at Neenah, Inc., 3460 Preston Ridge Road, Suite 600,
Alpharetta, Georgia 30005 or by telephone at 678-566-6500. We intend to disclose any amendments to the Code of
Business Conduct and Ethics, as well as any waivers for executive officers or directors, on our web site at
www.neenah.com. Information on our web site is not incorporated by reference in this document.

Item 11. Executive Compensation

Information relating to executive compensation and other matters is set forth under the captions "Compensation,
Discussion and Analysis", "Additional Executive Compensation", "Director Compensation", and "Compensation

Committee Report" in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information relating to ownership of common stock of Neenah by certain persons is set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the Proxy Statement referred to in Item 10 above. Such
information is incorporated herein by reference. Information regarding securities authorized for issuance under equity
compensation plans of Neenah is set forth under the caption "Equity Compensation Plan Information" in the Proxy
Statement referred to in Item 10 above. Such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

Information relating to existing or proposed relationships or transactions between Neenah and any affiliate of Neenah is set
forth under the caption "Certain Relationships and Related Transactions" in the Proxy Statement referred to in Item 10
above. Such information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information relating to Neenah's principal accounting fees and services is set forth under the caption "Independent
Registered Public Accounting Firm Fees and Services" in the Proxy Statement referred to in Item 10 above. Such
information is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedule

(a) Documents filed as part of this report:

Consolidated Financial Statements

The following reports and financial statements are filed herewith on the pages indicated:

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement schedule

The following schedule is filed herewith:

Page

F-2

F-3

F-6

F-7

F-8

F-9

F-10

F-11

Schedule II — Valuation and Qualifying Accounts

F-55

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

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Exhibits

See (b) below

(b) Exhibits

The following exhibits are filed with or incorporated by reference in this report. Where such filing is made by incorporation
by reference to a previously filed registration statement or report, such registration statement or report is identified in
parentheses. We will furnish any exhibit at no cost upon written request to us at: Investor Relations, Neenah, Inc., 3460
Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.

Exhibit
Number

2.1

2.2

Exhibit
Interest Purchase Agreement by and among ASP FiberMark Holdings, LLC, ASP FiberMark, LLC, Neenah
FMK Holdings, LLC and Neenah Paper, Inc. dated as of July 16, 2015 (filed as Exhibit 2.1 to the Neenah
Paper, Inc. Quarterly Report on Form 10-Q for the three months ended September 30, 2015, filed
November 9, 2015 and incorporated herein by reference).

Asset Purchase Agreement, by and among Neenah Paper, Inc., Wausau Paper Corp. and Wausau Paper
Mills, LLC, dated as of December 7, 2011 (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on
Form 8-K filed January 31, 2012 and incorporated herein by reference).

Exhibit
Number

2.3 +

3.1

3.2

4.1

4.2

10.1

10.3*

10.4*

10.5*

10.6*

10.7*

10.8*

10.9*

10.10*

10.11*

10.12*

10.13

10.14

10.15*

10.16*

10.17*

Exhibit

Securities Purchase Agreement by and among Crane Technical Materials, Inc., Crane & Co., Inc., Neenah
Paper, Inc. and Neenah Filtration, LLC dated as of June 2, 2014 (filed as Exhibit 2.1 to the Neenah Paper, Inc.
Quarterly Report on Form 10-Q for the three months ended June 30, 2014, filed August 7, 2014) (confidential
treatment has been granted for certain portions of this exhibit pursuant to a Confidential Treatment Request
filed with the Securities Exchange Commission).
Amended and Restated Certificate of Incorporation of Neenah Paper, Inc. (filed as Exhibit 3.1 to the Neenah
Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).
Second Amended and Restated Bylaws of Neenah, Inc. (filed as Exhibit 3.2 to the Neenah, Inc. Current
Report on Form 8-K filed January 3, 2018 and incorporated herein by reference).
Form of Notation of Subsidiary Guarantee (included as Exhibit E to Exhibit 4.1).

Description of the Company's Securities (filed as Exhibit 4.3 to the Neenah, Inc. Annual Report on Form 10-
K for the year ended December 31, 2019, filed February 21, 2020 and incorporated herein by reference).
Tax Sharing Agreement dated as of November 30, 2004 by and between Kimberly-Clark Corporation and
Neenah Paper, Inc. (filed as Exhibit 10.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed
November 30, 2004 and incorporated herein by reference).

Neenah Paper Supplemental Pension Plan (filed as Exhibit 10.5 to the Neenah Paper, Inc. Annual Report on
Form 10-K for the year ended December 31, 2012, filed March 7, 2013 and incorporated herein by reference).
First Amendment to Neenah Paper Supplemental Pension Plan (filed as Exhibit 10.31 to the Neenah Paper,
Inc. Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 4, 2014 and
incorporated herein by reference).

Neenah Paper Amended and Restated Supplemental Retirement Contribution Plan, effective as of January 1,
2016 (filed as Exhibit 10.5 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended
December 31, 2016, filed on February 24, 2017 and incorporated herein by reference).

Neenah Paper Executive Severance Plan (filed as Exhibit 10.7 to the Neenah Paper, Inc. Annual Report on
Form 10-K for the year ended December 31, 2012, filed March 7, 2013 and incorporated herein by reference).
First Amendment to Neenah Paper Executive Severance Plan (filed as Exhibit 10.33 to the Neenah Paper, Inc.
Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 4, 2014 and incorporated
herein by reference).

Neenah Paper, Inc. Amended and Restated 2004 Omnibus Stock and Incentive Compensation Plan (filed as
Annex A to the Neenah Paper, Inc. Definitive Proxy Statement on Schedule 14A filed April 12, 2013 and
incorporated herein by reference).

Neenah Paper Deferred Compensation Plan approved on December 11, 2006 (filed as Exhibit 10.21 to the
Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2012, filed March 7, 2013
and incorporated herein by reference).

Neenah Paper Directors' Deferred Compensation Plan approved on December 11, 2006. (filed as
Exhibit 10.22 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2012,
filed March 7, 2013 and incorporated herein by reference).

Amended and Restated Neenah Executive Severance Plan (filed as Exhibit 10.1 to the Neenah, Inc. Current
Report on Form 8-K filed on April 25, 2017 and incorporated herein by reference)

Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan (filed as Appendix A to the Neenah, Inc.
Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 and incorporated herein by reference)
Fourth Amended and Restated Credit Agreement dated December 10, 2018 by and among Neenah, Inc.,
certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders
(filed as Exhibit 10.19 to the Neenah, Inc. Annual Report on Form 10-K filed on February 22, 2019 and
incorporated herein by reference)
First Amendment, dated as of February 28, 2019, to the Fourth Amended and Restated Credit Agreement
dated December 10, 2018 by and among Neenah, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.1 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed May 3, 2019 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (retirement) (filed as Exhibit 99.3 to the Neenah, Inc.
Current Report on Form 8-K, filed February 1, 2019 and incorporated herein by reference)
Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (A - standard award) (filed as Exhibit 10.2 to the Neenah,
Inc. Quarterly Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)

Exhibit
Number

10.18*

10.19*

10.20*

10.21*

10.22

10.23

10.24

31.1

31.2

32.1

32.2

Exhibit

Form of Restricted Stock Unit Award Agreement (B - standard award) (filed as Exhibit 10.3 to the Neenah,
Inc. Quarterly Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)
Form of Performance Share Unit Award Agreement (filed as Exhibit 10.2 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed May 11, 2020 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to the Neenah, Inc. Quarterly Report
on Form 10-Q, filed May 11, 2020 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.4 to the Neenah, Inc. Quarterly Report
on Form 10-Q, filed May 11, 2020 and incorporated herein by reference)
Second Amendment, dated as of March 12, 2020, to the Fourth Amended and Restated Credit Agreement
dated December 10, 2018 by and among Neenah, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.1 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed May 11, 2020 and incorporated herein by reference)
Term Loan Credit Agreement, dated as of June 30, 2020, by and among Neenah, Inc., certain of its
subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as
Exhibit 10.1 to the Neenah, Inc. Quarterly Report on Form 10-Q, filed August 5, 2020 and incorporated herein
by reference)
Third Amendment, dated as of June 30, 2020, to the Fourth Amended and Restated Credit Agreement dated
December 10, 2018 by and among Neenah, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.2 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed August 5, 2020 and incorporated herein by reference)
List of Subsidiaries of Neenah, Inc. (filed herewith).

Consent of Deloitte & Touche LLP (filed herewith)

Power of Attorney (filed herewith)

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (filed herewith).
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
(filed herewith).
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
and Section 1350 of Chapter 63 of Title 18 of the United States Code (furnished herewith).
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
and Section 1350 of Chapter 63 of Title 18 of the United States Code (furnished herewith).

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101.INS XBRL Instance Document (filed herewith).

101.SCH XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

_______________________

Indicates management contract or compensatory plan or arrangement.

+ Pursuant to a confidential treatment request portions of this exhibit have been furnished separately to the

Securities and Exchange Commission.

See Item 15(a) (2) above

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Neenah, Inc.
By:

/s/ JULIE A. SCHERTELL
Julie A. Schertell
Name:
President, Chief Executive Officer and
Title:
Director (in her capacity as a duly
authorized officer of the Registrant and in
her capacity as Chief Executive Officer)
February 19, 2021

Date:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ JULIE A. SCHERTELL

Julie A. Schertell

President, Chief Executive Officer and
Director (Principal Executive Officer)

February 19, 2021

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February 19, 2021

/s/ PAUL F. DESANTIS
Paul F. DeSantis

/s/ LARRY N. BROWNLEE

Larry N. Brownlee

Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)

Vice President, Controller (Principal
Accounting Officer)

/s/ WILLIAM M. COOK*

Chairman of the Board and Director

William M. Cook

/s/ DONNA M. COSTELLO* Director

Donna M. Costello

/s/ MARGARET S. DANO*

Director

Margaret S. Dano

/s/ TIMOTHY S. LUCAS*

Director

Timothy S. Lucas

/s/ PHILIP C. MOORE*

Director

Philip C. Moore

/s/ TONY R. THENE*

Director

Tony R. Thene

/s/ STEPHEN M. WOOD*

Director

Stephen M. Wood

*By
:

/s/ NOAH S. BENZ
Noah S. Benz
Executive Vice President,
General Counsel and Secretary
Attorney-in-fact

(This page has been left blank intentionally.)

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Page

F-2

F-3

F-6

F-7

F-8

F-9

F-10

F-11

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F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Neenah, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Neenah, Inc. and subsidiaries (the “Company”) as of
December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended
December 31, 2020, of the Company and our report dated February 19, 2021, expressed an unqualified opinion on those
consolidated financial statements and financial statement schedule.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
February 19, 2021

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Neenah, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Neenah, Inc. and subsidiaries (the "Company") as of
December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in
stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related
notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 19, 2021, expressed an unqualified opinion on the Company's
internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.

Income Taxes — Realizability of Deferred Tax Assets — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

As discussed in Note 5 to the consolidated financial statements, at December 31, 2020 the Company had deferred tax assets
on deductible temporary differences, tax credits, and tax loss carryforwards of $18.3 million (net of a $10.4 million
valuation allowance). Deferred tax assets are reduced by a valuation allowance if, based upon the weight of all available
evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Auditing
management’s determination that all or some portion of certain deferred income tax assets will not be realized, and that it is
more likely than not that sufficient taxable income will be generated in the future to realize the remaining deferred tax
assets, is a critical audit matter because of the significant judgments management makes related to taxable income. This
required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax
specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of taxable income
and the application and interpretations of accounting principles generally accepted in the United States of America.

F-3

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination that it is more likely than not that sufficient taxable income will be
generated in the future to realize deferred tax assets included the following, among others:

• We tested the effectiveness of controls over deferred tax assets, including management’s controls over the

estimates of taxable income and the determination of whether it is more likely than not that the deferred tax assets
will be realized.

• We evaluated the reasonableness of the methods, assumptions, and judgments used by management to determine

whether a valuation allowance was necessary.

• With the assistance of our income tax specialists, we evaluated whether the sources of management’s estimated

taxable income were of the appropriate character and sufficient to utilize the deferred tax assets under the relevant
tax law.

• We tested the reasonableness of management’s estimates of taxable income by comparing the estimates to:

Internal budgets.

–
– Historical taxable income, as adjusted for nonrecurring items.
–
–

Internal communications to management and the Board of Directors.
Forecasted information included in Company press releases as well as in analyst and industry reports for
the Company and certain of its peer companies.

• We evaluated whether the estimates of future taxable income were consistent with evidence obtained in other

areas of the audit.

• We evaluated whether the taxable income in prior carryback years was of the appropriate character and available

under the tax law.

U.S. Transportation Filtration Asset Impairment — Refer to Notes 2 and 12 to the financial statements

Critical Audit Matter Description

The Company tests property, plant and equipment for impairment in accordance with Accounting Standards Codification
Topic 360, Property, Plant, and Equipment whenever events or changes in circumstances indicate that the carrying
amounts of such long-lived assets may not be recoverable. As discussed in Note 12, during the three months ended June 30,
2020, adverse impacts from the COVID-19 pandemic triggered the evaluation of the recoverability of carrying values of
long-lived assets in the Technical Products segment, with the largest impact resulting from changes in the duration of the
ramp-up of net sales of the Company’s U.S. transportation filtration asset group. The Company determined that the
carrying value of the U.S. transportation filtration long-lived asset group was not recoverable, and as a result recorded a
$51 million impairment charge, which is the amount by which the carrying value exceeded the estimated fair value of the
asset group. Management determined the fair value of the long-lived assets principally on a probability-weighting of the
discounted cash flows expected under multiple operating scenarios.

The Company’s fair value calculations are highly subjective and require management to make assumptions and apply
judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow
scenarios, an appropriate discount rate based on the perceived risks, and current and future evaluation of economic
conditions and operating plans under these assessed conditions. Changes in these assumptions could have a significant
effect on both the fair value of the asset group and the related impairment expense.

Auditing the Company’s impairment measurement involved a high degree of subjectivity, as estimates underlying the
determination of fair value of the U.S. transportation filtration asset group were based on assumptions requiring significant
judgment, including management’s estimate of the timing and duration of the ramp-up of net sales and future sales
volumes, the future success of product lines, growth rates for selling prices and costs, and future market and economic
conditions. These assumptions required a high degree of auditor judgment and an increased extent of effort when
performing audit procedures to evaluate the reasonableness of management’s forecasted cash flows.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the timing and duration of net-sales ramp-up and other significant
assumptions used to estimate fair value included the following, among others:

• We tested the design and operating effectiveness of management’s controls over the forecasts, including future

revenues.

F-4

• We evaluated management’s ability to accurately forecast future cash flows by comparing actual results to

management’s historical forecasts.

• We tested actual sales through the impairment date.
• We performed inquiries throughout the organization, interviewing a cross-section of company personnel to

compare expectations with forecasts and possible scenarios, including the estimated timeline to full capacity.

• We inspected internal and external evidence (e.g. correspondence, contracts, meetings minutes, customer

commitments, industry reports) and evaluated evidence against the forecasted volumes.

• We compared management forecasts to information included in industry reports.
• We evaluated projected revenues and operating margins against historical results and management’s rationale and

support for expected improvements over time.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
February 19, 2021

We have served as the Company's auditor since 2003.

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F-5

NEENAH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share data)

Net Sales

Cost of products sold

Gross Profit

Selling, general and administrative expenses

Asset restructuring and impairment costs (Note 12)

Other restructuring and non-routine costs
COVID-19 costs

Loss on debt extinguishment (Note 6)

Pension and SERP adjustments (Note 7)
Acquisition-related costs and adjustments (Note 2)

Insurance settlement

Other expense, net

Operating Income (Loss)

Interest expense

Income (Loss) From Continuing Operations Before Income taxes

Provision (benefit) for income taxes

Income (Loss) From Continuing Operations

Loss from discontinued operations, net of income taxes (Note 2)

Year Ended December 31,

2020

2019

2018

792.6 $

938.5 $ 1,034.9

639.4

153.2

88.0

57.8

4.2

3.5

1.9

1.6
1.5

—

0.8

(6.1)

12.6

(18.7)

(2.9)

(15.8)

—

755.1

183.4

98.6

4.7

1.5

—

(1.4)
—

—

1.7

78.3

11.8

66.5

11.1

55.4

—

851.5

183.4

95.9

31.1

2.1

—

1.8
(3.9)

(0.4)

2.7

54.1

13.0

41.1

3.9

37.2

(0.8)

36.4

Net Income (Loss)

(15.8) $

55.4 $

Earnings (Loss) Per Common Share

Basic

Continuing operations

Discontinued operations

Diluted

Continuing operations

Discontinued operations

Weighted Average Common Shares Outstanding (in thousands)

Basic

Diluted

(0.96) $

3.27 $

—

(0.96) $

3.27 $

2.20

(0.05)

2.15

(0.96) $

3.26 $

—

(0.96) $

3.26 $

2.17

(0.05)

2.12

16,813

16,848

16,906

16,850

16,968

See Notes to Consolidated Financial Statements

F-6

NEENAH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Net Income (Loss)

Year Ended December 31,

2020

2019

2018

(15.8) $

55.4 $

36.4

Reclassification of amounts recognized in the consolidated statement of operations:

Amortization of adjustments to pension and other postretirement benefit liabilities

Pension plan settlement/curtailment losses

Amounts recognized in the consolidated statement of operations

Unrealized foreign currency translation gain (loss)

6.6

0.3

6.9

18.0

6.0

1.3

7.3

6.0

0.8

6.8

(3.5)

(7.9)

Net loss from pension and other postretirement benefit plans

(17.2)

(13.7)

(11.2)

Income (Loss) From Other Comprehensive Income Items Before Income Taxes

7.7

(9.9)

(12.3)

Benefit for income taxes

Other Comprehensive Income (Loss)

Comprehensive Income (Loss)

(1.9)

(1.7)

(1.0)

9.6

(8.2)

(11.3)

(6.2) $

47.2 $

25.1

See Notes to Consolidated Financial Statements

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F-7

NEENAH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

ASSETS

Current Assets

Cash and cash equivalents

Accounts receivable, net

Inventories

Prepaid and other current assets

Total Current Assets

Property, Plant and Equipment, net

Lease Right-of-Use Assets

Deferred Income Taxes

Goodwill (Note 4)

Intangible Assets, net (Note 4)

Other Assets

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Debt payable within one year

Lease liabilities payable within one year

Accounts payable

Accrued expenses

Total Current Liabilities

Long-Term Debt

Noncurrent Lease Liabilities

Noncurrent Employee Benefits

Deferred Income Taxes

Other Noncurrent Obligations
TOTAL LIABILITIES

Commitments and Contingencies (Note 11)

Stockholders' Equity

Common stock, par value $0.01, authorized: 100,000,000 shares; issued and outstanding:
16,829,000 shares and 16,843,000 shares

Treasury stock, at cost: 1,917,000 shares and 1,835,000 shares

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total Stockholders' Equity

December 31,

2020

2019

37.1 $

9.0

100.2

108.9

25.1

271.3

329.4

20.2

18.3

87.4

62.6

17.4

102.6

122.8

18.3

252.7

380.6

13.9

13.4

83.1

66.7

17.4

806.6 $

827.8

4.9 $

3.2

46.0

61.9

116.0

189.5

18.4

96.8

12.3

6.0
439.0

2.6

1.9

48.9

47.0

100.4

198.2

13.0

93.1

12.9

3.9
421.5

0.2

(87.6)

(82.8)

338.3

220.4

334.1

268.1

(103.7)

(113.3)

367.6

406.3

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

806.6 $

827.8

See Notes to Consolidated Financial Statements

F-8

NEENAH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In millions, shares in thousands)

Balance, December 31, 2017

18,458 $ 0.2 $ (65.8) $

323.9 $

235.7 $

(94.1)

Common Stock

Amount

Treasury
Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Net income
Other comprehensive loss, after income tax
benefit
Reclassification of the unrealized loss on
"available-for-sale" securities
Reclassification of deferred income taxes on
intra-entity asset transfers
Dividends declared

Shares purchased (Note 9)

Stock options exercised

Restricted stock vesting (Note 9)

Stock-based compensation

Other/Currency

—

—
—

—

—
—

—

—
—

(9.3)

—

(1.5)

—

—
—

—

0.7

—

4.0

(0.1)

Balance, December 31, 2018

18,597

0.2

(76.6)

328.5

Net income

Other comprehensive loss, after income tax
benefit

Dividends declared

Shares purchased (Note 9)

Stock options exercised

Restricted stock vesting (Note 9)

Stock-based compensation

Balance, December 31, 2019

Net loss
Other comprehensive income, net of income
tax

Dividends declared

Shares purchased (Note 9)

Stock options exercised

Restricted stock vesting (Note 9)

Stock-based compensation

Balance, December 31, 2020

—

(4.9)

—

(1.3)

—

5.6

18,678

0.2

(82.8)

334.1

—

(3.6)

—

(1.2)

—

4.2

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36.4

—

(11.3)

(0.3)

0.3

(0.8)
(27.8)

—

243.2

55.4

—

(30.5)

—

268.1

(15.8)

—

(31.9)

—

—
—

—

(105.1)

—

(8.2)

—

(113.3)

—

9.6

—

18,746 $ 0.2 $ (87.6) $

338.3 $

220.4 $

(103.7)

See Notes to Consolidated Financial Statements

F-9

NEENAH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
Stock-based compensation
Deferred income tax provision (benefit)
Asset impairment costs (Note 12)
Loss on debt extinguishment (Note 6)
Pension curtailment (gain)/settlement charge, net of plan payments (Note 7)
Loss on asset dispositions
Non-cash effects of changes in liabilities for uncertain income tax positions
Net cash provided by (used in) changes in operating working capital, net of effect
of acquisitions (Note 14)
Pension and other post-employment benefits
Noncurrent payroll taxes
Other

Net Cash Provided By Operating Activities

INVESTING ACTIVITIES
Capital expenditures
Proceeds from sale of property, plant and equipment (Note 12)
Sales (purchases) of marketable securities
Other

Net Cash Used In Investing Activities

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt (Note 6)
Debt issuance costs (Note 6)
Repayments of long-term debt (Note 6)
Cash dividends paid
Shares purchased (Note 9)
Proceeds from exercise of stock options
Net Cash Used In Financing Activities
Effect of Exchange Rate Changes on Cash and Cash Equivalents
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Year
Cash and Cash Equivalents, End of Year

Year Ended December 31,

2020

2019

2018

(15.8) $

55.4 $

36.4

36.7
4.2
(4.9)
54.8
1.9
1.6
—
(0.2)

18.2
(5.8)
2.2
0.5

93.4

38.9
5.6
3.4
—
—
(1.4)
0.1
(0.7)

(0.6)
(3.7)
—
0.6

97.6

(18.9)
0.5
(0.1)
(1.0)

(19.5)

(21.4)
—
(0.4)
(1.5)

(23.3)

36.1
4.0
(1.9)
31.1
—
1.8
0.3
0.1

(1.0)
(12.3)
—
(1.9)

92.7

(38.1)
5.0
0.1
(1.3)

(34.3)

291.6

(6.0)
(295.9)
(31.9)
(4.8)
—
(47.0)
1.2
28.1
9.0
37.1 $

163.5
(0.4)
(201.6)
(30.5)
(6.2)
—
(75.2)
—
(0.9)
9.9
9.0 $

272.8
(1.8)
(285.6)
(27.8)
(10.8)
0.6
(52.6)
(0.4)
5.4
4.5
9.9

See Notes to Consolidated Financial Statements

F-10

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except as noted)

Note 1. Background and Basis of Presentation

Background

Neenah, Inc. ("Neenah" or the "Company"), is a Delaware corporation incorporated in April 2004. The Company has two
primary operations: its technical products business and its fine paper and packaging business.

The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that
delivers high performance benefits to customers. Included in this segment are filtration media, tape and abrasives backings
products, digital transfer papers, durable label and other specialty substrate products. The fine paper and packaging
business is a supplier of branded premium printing, packaging and other high-end specialty papers primarily in North
America. The Company's premium writing, text and cover papers, and specialty papers are used in commercial printing and
imaging applications for corporate identity packages, invitations, personal stationery and high-end advertising, as well as
premium labels and luxury packaging.

Basis of Presentation

The consolidated financial statements include the financial statements of the Company and its wholly owned and majority
owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Impacts of COVID-19

The Company continues to assess the impacts of the novel coronavirus pandemic (“COVID-19” or the "pandemic") on its
various accounting estimates and significant judgments, including those that require consideration of forecasted financial
information in the context of the unknown future impacts of COVID-19, using information that is reasonably available at
this time. The accounting estimates and other matters assessed included, but were not limited to, goodwill, indefinite-lived
intangibles and other long-lived assets, allowance for uncollectible accounts receivable, valuation allowances for tax assets
and revenue recognition. Based on the Company’s assessment of these estimates and due to the adverse impacts of
COVID-19, during the year ended December 31, 2020, the Company recorded non-cash impairment losses of $54.8 million
to write-down certain long-lived assets and investments, $2.6 million of restructuring charges due to the idling of a fine
paper machine and other smaller assets and $0.4 million of related severance costs. See Note 12, "Asset Restructuring and
Impairment Costs" for further discussion. As of November 30, 2020, the Company quantitatively assessed the carrying
values of its intangible assets, including goodwill and indefinite-lived intangibles, and determined no additional assets were
impaired. In addition, as a result of the impacts of COVID-19 and other factors, the Company recorded a $4.6 million
increase to the valuation allowance against our state tax credits and NOLs. See Note 5, "Income Taxes" for further
discussion.

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The Company also incurred incremental and direct costs of responding to COVID-19, including costs of personal
protective equipment, additional cleaning and sanitation supplies, and labor costs of quarantined workers of $3.5 million
for the year ended December 31, 2020.

F-11

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States
("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting
periods. Actual results could differ from these estimates, and changes in these estimates are recorded when known.
Significant management judgment is required in determining the accounting for, among other things, reserves for uncertain
tax positions, pension and postretirement benefit obligations, retained insurable risks, reserves for sales discounts and
allowances, purchase price allocations, useful lives for depreciation and amortization, asset retirement obligations
("AROs"), future cash flows associated with impairment testing for tangible and intangible long-lived assets, goodwill,
valuation allowance for deferred tax assets, contingencies, inventory obsolescence and market reserves and the valuation of
stock-based compensation.

Revenue Recognition

The Company recognizes sales revenue at a point in time following the transfer of control of the product to the customer,
which typically occurs upon shipment or delivery depending on the terms of the underlying contractual arrangements. Sales
are reported net of allowable discounts and estimated returns. Reserves for cash discounts, trade allowances and sales
returns are estimated using historical experience. The Company accounts for shipping and handling activities related to
contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, the Company
records customer payments of shipping and handling costs as a component of net sales and classifies such costs as a
component of cost of sales. The Company excludes tax amounts assessed by governmental authorities that are both (i)
imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers from our
measurement of transaction prices. Accordingly, such tax amounts are not included as a component of net sales or cost of
sales. The Company considers each transaction/shipment as a separate performance obligation. Neenah recognizes revenue
when the title transfers to the customer. As such, the remaining performance obligations at period end are not considered
material. Sales terms in the technical products business vary depending on the type of product sold and customer category.
In general, sales are collected in approximately 45 to 55 days. Extended credit terms of up to 120 days are offered to
customers located in certain international markets. Fine paper and packaging sales terms range between 20 and 30 days
with discounts of 0 to 2 percent for early customer payments, with discounts of 1 percent and 20-day terms used most
often. Extended credit terms are offered to customers located in certain international markets. Refer to Note 13, "Business
Segment and Geographic Information", for further disaggregation of revenue.

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months
or less. The Company places its temporary cash investments with high credit quality financial institutions. As of
December 31, 2020 and 2019, $0.3 million and $0.1 million, respectively, of the Company's cash and cash equivalents is
restricted to the payment of postretirement benefits for certain former Fox River executives.

Inventories

U.S. inventories are valued at the lower of cost, using the last-in, first-out ("LIFO") method for financial reporting
purposes, or market. European inventories are valued at the lower of cost, using a weighted-average cost method, or net
realizable value. Cost includes labor, materials and production overhead.

F-12

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

Foreign Currency

Balance sheet accounts of the Company's operations in Germany and the Netherlands, the United Kingdom (the "U.K."),
and Canada are translated from Euros, British Pounds, and Canadian dollars, respectively, into U.S. dollars at period-end
exchange rates, and income and expense accounts are translated at average exchange rates during the period. Translation
gains or losses related to net assets located in Germany, the Netherlands, the U.K., and Canada are recorded as unrealized
foreign currency translation adjustments within accumulated other comprehensive income (loss) ("AOCI") in stockholders'
equity. Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the
entity's functional currency) are included in Other expense, net in the consolidated statements of operations.

Property and Depreciation

Property, plant and equipment are stated at cost, less accumulated depreciation. Certain costs of software developed or
obtained for internal use are capitalized. When property, plant and equipment is sold or retired, the costs and the related
accumulated depreciation are removed from the accounts, and the gains or losses are recorded in Other (income) expense,
net. For financial reporting purposes, depreciation is principally computed on the straight-line method over estimated
useful asset lives. The weighted average remaining useful lives for buildings, land improvements and machinery and
equipment are approximately 17 years, 20 years and 9 years, respectively. The units-of-production method of depreciation
is used for the U.S. transportation filtration production assets with a gross book value of $29.4 million, which reflects the
nature of the assets' utilization. For income tax purposes, accelerated methods of depreciation are used.

The costs of major rebuilds and replacements of plant and equipment are capitalized, and the cost of maintenance
performed on manufacturing facilities, composed of labor, materials and other incremental costs, is expensed as incurred.
Start-up costs for new or expanded facilities, including costs related to trial production, are expensed as incurred.

The Company accounts for AROs in accordance with Accounting Standards Codification ("ASC") Topic 410, Asset
Retirements and Environmental Obligations, which requires companies to make estimates regarding future events in order
to record a liability for AROs in the period in which a legal obligation is created. Such liabilities are recorded at fair value,
with an offsetting increase to the carrying value of the related long-lived asset. As of December 31, 2020, the Company is
unable to estimate its AROs for environmental liabilities at its manufacturing facilities, but does not believe the liabilities
related to AROs, if any, are material.

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Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of ASC
Topic 718, Compensation — Stock Compensation ("ASC Topic 718"). The amount of stock-based compensation cost
recognized is based on the fair value of grants that are ultimately expected to vest and is recognized pro-rata over the
requisite service period for the entire award.

Research and Development Expense

Research and development costs are charged to expense as incurred and are recorded in "Selling, general and
administrative expenses" on the consolidated statement of operations. See Note 14, "Supplemental Data — Supplemental
Statement of Operations Data."

Fair Value Measurements

The Company measures fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures ("ASC
Topic 820") which establishes a framework for measuring fair value. ASC Topic 820 provides a fair value hierarchy that

F-13

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements).

Fair Value of Financial Instruments

As of December 31, 2020 and 2019, the carrying values of the Company’s debt approximated fair value.The fair value for
all debt instruments was estimated from Level 2 measurements using rates currently available to the Company for debt of
the same remaining maturities.

The Company's investments in marketable securities are accounted for as "available-for-sale securities" in accordance with
ASC Topic 320, Investments — Debt and Equity Securities ("ASC Topic 320"). Pursuant to ASC Topic 320, marketable
securities are reported at fair value on the consolidated balance sheet and holding gains and losses are reported in "Other
Income (Expense), net" on the Company's consolidated statements of operations. At December 31, 2020, the Company had
$4.3 million in marketable securities classified as Other assets on the consolidated balance sheet. The cost of such
marketable securities was $4.7 million. Fair value for the Company's marketable securities was estimated from Level 1
inputs. The Company's marketable securities are designated for the payment of benefits under its supplemental employee
retirement plan ("SERP").

Fair Value of Pension Plan Assets

With the exception of cash and cash equivalents which are considered Level 1, and certain annuity contracts which are
considered Level 3, pension plan assets are measured at Net Asset Value ("NAV") (or its equivalent) as an alternative to
fair market value due to the absence of readily available market prices, and as such are not subject to the fair value
hierarchy. Following is the fair value of each investment category:

• Cash and cash equivalents ($3.8 million and $0.8 million at December 31, 2020 and 2019, respectively).

• U.S and non-U.S. Equities ($144.1 million and $122.5 million at December 31, 2020 and 2019, respectively) —

These proprietary collective funds have observable NAVs (based on the fair value of the underlying investments of
the funds) that are provided to investors and provide for liquidity either immediately or within a few days.

• U.S and non-U.S. Fixed Income Securities ($224.8 million and $219.4 million at December 31, 2020 and 2019,

respectively) — These proprietary collective funds have observable NAVs (based on the fair value of the underlying
investments of the funds) that are provided to investors and provide for liquidity either immediately or within a few
days.

• Hedge Fund/Other ($31.6 million and $29.9 million at December 31, 2020 and 2019, respectively) — This fund is
valued using NAVs calculated by the underlying investment managers and allow for quarterly or more frequent
redemptions.

F-14

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

The following table summarizes the changes in Level 3 defined benefit pension plan assets (Neenah Coldenhove insurance
contract for which fair value is determined based on actuarial assumptions) measured at fair value on a recurring basis for
the year ended December 31, 2020 and 2019:

For the year ended
December 31, 2018
For the year ended
December 31, 2019
For the year ended
December 31, 2020

Fair Value
at January 1

48.4

45.1

51.5

Return on plan assets

Attributable
to Assets
Held at
December 31

Attributable
to Assets
Sold

Net Purchases/
(Settlements)

Transfers into/
(out of) Level 3

Foreign
currency
effects

Fair
Value at
December 31

(0.9)

7.5

5.0

—

(0.3)

(0.2)

(1.5)

—

(2.1) $

45.1

(0.9) $

51.5

5.1 $

60.1

Acquisition-related costs and adjustments

During the year ended December 31, 2020, the Company incurred $1.5 million of due diligence and transaction costs of
acquisition attempts that were not consummated. No such costs were incurred during the year ended December 31, 2019.
During the year ended December 31, 2018, the Company recognized $3.9 million of acquisition-related adjustments as
income related to the acquisition of Coldenhove.

Discontinued Operations

During the three months ended September 30, 2018, the Company recorded an additional loss on sale of $0.8
million arising from the final adjustment to the transaction price on the sale of the Lahnstein Mill in 2015.

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Accounting Standards Changes

In August 2018, the Financial Accounting Standards Board (the "FASB") issued the Accounting Standards Update
("ASU") 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure
Framework—Changes to the Disclosure Requirements For Defined Benefit Plans. The ASU modified the annual disclosure
requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance requires
disclosure changes to be presented on a retrospective basis. The Company adopted the guidance as of year-ended
December 31, 2020. As this standard relates only to financial disclosures, its adoption did not have an impact on results of
operations, financial position or cash flows.

In January 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments, which amends the FASB's guidance on the impairment of financial instruments.
The ASU adds to U.S. GAAP an impairment model (known as the "current expected credit loss model" or "CECL") that is
based on expected losses rather than incurred losses. The adoption of this standard did not have a material impact on the
Company's financial position, results of operations and cash flows.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)-Facilitation of the Effects of Reference
Rate Reform on Financial Reporting. This ASU addresses accounting implications of the replacement of LIBOR (London
Inter-Bank Offered Rate) with SOFR (Secured Overnight Financing Rate) or other alternatives by the end of 2021. The
FASB allows immediate relief from application of contract modification accounting triggered by reference rate reform that
otherwise would be costly to implement and result in burdensome financial reporting. The Company intends to elect the
expedients and exceptions offered in the ASU.

F-15

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

As of December 31, 2020, no amendments to the ASC had been issued and not adopted by the Company that will have or
are reasonably likely to have a material effect on its financial position, results of operations or cash flows.

Note 3. Earnings per Share ("EPS")

The Company's restricted stock units ("RSUs") are paid non-forfeitable common stock dividends and thus meet the criteria
of participating securities. Accordingly, basic EPS has been calculated using the two-class method, under which earnings
are allocated to both common stock and participating securities. Basic EPS has been computed by dividing net income
allocated to common stock by the weighted average common shares outstanding. For the computation of basic EPS,
weighted average RSUs outstanding are excluded from the calculation of weighted average shares outstanding.

ASC Topic 260, Earnings per Share ("ASC Topic 260") requires companies with participating securities to calculate
diluted earnings per share using the "two class" method. The "two class" method requires first calculating diluted earnings
per share using a denominator that includes the weighted average share equivalents from the assumed conversion of
dilutive securities. Diluted earnings per share is then calculated using net income reduced by the amount of distributed and
undistributed earnings allocated to participating securities calculated using the "Treasury Stock" method and a denominator
that includes the weighted average share equivalents from the assumed conversion of dilutive securities excluding
participating securities. Companies are required to report the lower of the diluted earnings per share amounts under the two
calculations subject to the anti-dilution provisions of ASC Topic 260.

Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of
common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion
of common stock equivalents, such as stock options, stock appreciation rights ("SARs") and target awards of RSUs with
performance conditions ("Performance Share Units" or "PSUs"), into shares of common stock as if those securities were
exercised or converted. For the years ended December 31, 2020, 2019 and 2018, approximately 332,000, 231,000 and
143,000 potentially dilutive options, respectively, were excluded from the computation of dilutive common shares because
the exercise price of such options exceeded the average market price of the Company's common stock for the respective
12-month periods during which the options were outstanding. In addition, as a result of the loss from continuing operations
for the year ended December 31, 2020, incremental shares of 20,576, resulting from the dilutive options and performance
share units, were excluded from the diluted earnings per share calculation as the effect would have been anti-dilutive.

The following table presents the computation of basic and diluted shares of common stock used in the calculation of EPS
(amounts in millions, except share and per share amounts):

Earnings (loss) per basic common share

Income (loss) from continuing operations

Amounts attributable to participating securities

Income (loss) from continuing operations available to common stockholders

Loss from discontinued operations, net of income taxes

Net income (loss) available to common stockholders

Weighted-average basic shares outstanding

Basic earnings (loss) per share

Continuing operations

Discontinued operations

Year Ended December 31,

2020

2019

2018

(15.8) $

55.4 $

(0.2)

(16.0)

—

(0.3)

55.1

—

(16.0) $

55.1 $

37.2

(0.2)

37.0

(0.8)

36.2

16,813

16,848

16,850

(0.96) $

3.27 $

—

(0.96) $

3.27 $

2.20

(0.05)

2.15

F-16

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

Earnings (loss) per diluted common share

Year Ended December 31,

2020

2019

2018

Income (loss) from continuing operations

Amounts attributable to participating securities

Income (loss) from continuing operations available to common stockholders

Loss from discontinued operations, net of income taxes

(15.8) $

55.4 $

(0.2)

(16.0)

—

(0.3)

55.1

—

Net income (loss) available to common stockholders

(16.0) $

55.1 $

Weighted-average basic shares outstanding

Add: Assumed incremental shares under stock-based compensation plans

Weighted average diluted shares

Diluted earnings (loss) per share

Continuing operations

Discontinued operations

16,813

16,848

—

16,813

16,906

(0.96) $

3.26 $

—

(0.96) $

3.26 $

2.17

(0.05)

2.12

37.2

(0.4)

36.8

(0.8)

36.0

16,850

118

16,968

Note 4. Goodwill and Other Intangible Assets

The Company follows the guidance of ASC Topic 805, Business Combinations ("ASC Topic 805"), in recording goodwill
arising from a business combination as the excess of purchase price over the fair value of identifiable assets acquired and
liabilities assumed.

The Company tests goodwill for impairment at least annually on November 30 in conjunction with preparation of its
annual business plan, or more frequently if events or circumstances indicate it might be impaired.

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The Company tested goodwill for impairment as of November 30, 2020 under ASC Topic 350, Intangibles — Goodwill
and Other. In this quantitative assessment, the Company estimated the fair value of the reporting units principally using a
discounted operating cash flow approach. Significant assumptions used in developing the discounted operating cash flow
approach were revenue growth rates and pricing, costs for manufacturing inputs, levels of capital investment and estimated
cost of capital for high, medium and low growth environments. Based on these assessments, the Company determined that
the current fair value determinations were higher than the current carrying amount of the reporting units. There was no
impairment in the carrying value of goodwill for the years ended December 31, 2020, 2019 and 2018, with the exception of
$0.1 million of goodwill impairment related to the sale of the Brattleboro mill in 2018. See Note 12, "Asset Restructuring
and Impairment Costs."

Intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives to
their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and
Equipment. Intangible assets consist primarily of customer relationships, trade names and acquired intellectual property.
Such intangible assets are amortized using the straight-line method over estimated useful lives of between 10 and 15 years.
Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with
indefinite lives are reviewed for impairment at least annually. During the second quarter of 2020, the Company recorded an
impairment loss for its indefinite-lived intangible assets (brand names) of $0.9 million and $0.4 million in the Fine Paper
and Packaging and Technical Products segments, respectively, due to the adverse impacts of the pandemic. See Note 12,
"Asset Restructuring and Impairment Costs." There was no impairment in the carrying value of intangible assets with
indefinite lives for the years ended December 31, 2019 and 2018.

F-17

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

The following table presents the carrying value of goodwill by business segment and changes in the carrying value of
goodwill.

Technical Products

Fine Paper and
Packaging

Gross
Amount

Accumulated
Impairment
Losses

Net

Gross
Amount

Accumulated
Impairment
Losses

Net

Gross
Amount

Other

Accumulated
Impairment
Losses

Net

$ 124.9 $

(47.4) $ 77.5 $ 6.2 $

— $ 6.2 $

0.4 $

(0.1) $ 0.3 $ 84.0

0.4

(1.9)

123.4

8.6

(0.1)

0.3

—

1.0

(0.9)

—

(46.5)

76.9

6.2

(4.3)

4.3

—

6.2

—

(0.4)

0.1

(0.3)

—

(0.9)

—

83.1

—

4.3

$ 132.0 $

(50.8) $ 81.2 $ 6.2 $

— $ 6.2 $ — $

— $ — $ 87.4

Balance at December 31,
2018

Realignment of Other
segment (a)

Foreign currency translation

Balance at December 31,
2019

Foreign currency translation

Balance at December 31,
2020

_______________________

(a)

In January 2019, the Company realigned the remaining products manufactured in the Other business segment to
be managed as part of the Technical Products business segment. See Note 13, "Business Segment and Geographic
Information."

Other Intangible Assets

As of December 31, 2020, the Company had net identifiable intangible assets of $62.6 million. All such intangible assets
were acquired in the acquisitions of Neenah Germany, Fox River, FiberMark, Neenah Coldenhove and the Crane technical
materials business, and the acquisition of the Wausau and Southworth brands. The following table details amounts related
to those assets.

12/31/2020

12/31/2019

Gross
Amount

Accumulated
Amortization

Gross
Amount

Accumulated
Amortization

Amortizable intangible assets

Customer based intangibles

Trade names and trademarks

Acquired technology

Total amortizable intangible assets
Indefinite life trade names, net of impairment losses of $1.3 million
as of 12/31/20

39.6 $

(24.0) $

38.2 $

5.2

17.3

62.1

36.9

(3.1)

(9.3)

(36.4)

—

5.1

16.9

60.2

37.6

Total

99.0 $

(36.4) $

97.8 $

(20.4)

(2.7)

(8.0)

(31.1)

—

(31.1)

As of December 31, 2020, $40.5 million and $22.1 million of such intangible assets are reported within the Technical
Products and Fine Paper and Packaging, respectively. See Note 13, "Business Segment and Geographic Information."
Aggregate amortization expense of acquired intangible assets for the years ended December 31, 2020, 2019 and 2018 was
$3.7 million, $3.9 million and $4.3 million, respectively and was reported in selling, general and administrative expenses
on the consolidated statement of operations. Estimated amortization expense for the years ended December 31, 2021, 2022,
2023, 2024 and 2025 is $3.6 million, $2.9 million, $2.8 million, $2.8 million and $2.8 million, respectively.

F-18

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

Note 5. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Income tax expense (benefit)
represented (15.5) percent, 16.7 percent and 9.5 percent of income (loss) from continuing operations before income taxes
for the years ended December 31, 2020, 2019 and 2018, respectively. The Company's effective income tax rate can be
affected by many factors, including but not limited to, changes in the mix of earnings in taxing jurisdictions with differing
statutory rates, the impact of research and development tax credits ("R&D Credits"), changes in tax laws and changes in
corporate structure as a result of business acquisitions and dispositions. The 2020 effective income tax rate was
significantly impacted by the $57.8 million of restructuring and impairment losses and the 2018 effective income tax rate
was also reduced by the effects of the $31.1 million impairment loss of the Brattleboro mill and associated research and
office facilities (see Note 12). In these two years, similar sized reconciling items had a significantly larger percentage
impact on reduced pre-tax book income.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation in the Tax Cuts and Jobs Act of 2017
(the "TCJA"). The TCJA significantly revised the U.S. corporate income tax by, among other things, reducing the statutory
corporate tax rate from 35% to 21% effective January 1, 2018, eliminating certain deductions, imposing a mandatory one-
time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes and changing how foreign earnings
are subject to U.S. tax. The TCJA also enhanced and extended through 2026 the option to claim accelerated depreciation
deductions on qualified property.

During 2018, the Company completed its analysis of the TCJA and interpreted additional guidance issued by the U.S.
Treasury Department. In addition, legislative actions by the various U.S. states related to application of the TCJA
provisions on state tax returns were considered. The Company recorded adjustments throughout 2018 to reflect a tax
benefit of $0.9 million related to the effects of the statutory corporate tax rate reduction and a tax expense of $0.8 million
from U.S. federal and state taxes on accumulated earnings and profits ("E&P") of its foreign subsidiaries. As of December
31, 2018, a cumulative net tax benefit of $6.6 million related to the TCJA was reflected, comprised of a $11.2 million tax
benefit from the remeasurement of federal net deferred income tax liabilities resulting from the reduction in the U.S.
statutory corporate tax rate, less $4.6 million of tax expense from the mandatory one-time U.S. federal tax on certain
previously untaxed accumulated E&P of its foreign subsidiaries and related state income tax impacts. As of December 31,
2018, the measurement period for purposes of SAB 118 ended and the Company completed the accounting for all of the
impacts of the TCJA.

The TCJA also required a U.S. shareholder of a foreign corporation to include in taxable income its global intangible low-
taxed income ("GILTI"). In general, GILTI is described as the excess of a U.S. shareholder’s total net foreign income over
a deemed return on tangible assets, which is defined as 10% of its foreign qualified business asset investment reduced by
certain interest expense amounts. The TCJA allows a deduction of 50% of GILTI, but this deduction is limited by the
taxpayer’s taxable income. An entity also is allowed a deemed paid foreign tax credit of up to 80% of foreign taxes
attributable to the underlying foreign corporation. Unused foreign tax credits associated with GILTI cannot be carried
forward or back or used against other foreign source income. A U.S. shareholder would increase its tax basis in the foreign
corporation for the GILTI inclusion. The Company elected an accounting policy to record GILTI tax expense as a period
cost, if and when incurred each year, in its annual effective tax rate.

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F-19

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act ("CARES Act").
The CARES Act included various income and payroll tax provisions designed to stimulate the economy and provide relief
to businesses. Among its benefits was the ability to enhance the value of NOLs by allowing the carryback of NOLs to tax
years in which the U.S. federal statutory income tax rate was 35%. During the three months ended December 31, 2020, the
Company recorded an income tax benefit of $0.9 million and a corresponding tax receivable for $8.0 million for the tax
refund to be received during 2021. The Company also elected the option to delay payment of $4.4 million of 2020 payroll
taxes until December 31, 2021 and 2022. Also, the Company utilized the payroll tax provisions of the Employee Retention
Credit of the CARES Act to partially offset qualified wages and benefits of employees impacted by COVID-19 travel and
other restrictions. Similar COVID-19 relief legislation was also enacted in Germany, the Netherlands and the U.K. aimed at
providing subsidies for employee retention and deferral of tax payments.

The following table presents the principal reasons for the difference between the Company's effective income tax rate and
the U.S. federal statutory income tax rate:

U.S. federal statutory income tax rate
U.S. state income taxes, net of federal income tax
benefit

Foreign tax rate differences (a)

Foreign financing structure (b)

U.S. tax on foreign earnings (c)

Year Ended December 31,

2020

2019

2018

(21.0) % $ (3.9)

21.0 % $ 14.0

21.0 % $ 8.6

(10.2) %

(1.9)

15.0 %

2.8

1.4 %

3.6 %

0.9

2.4

(1.0) %

(0.4)

6.8 %

2.8

(11.2) %

(2.1)

(3.0) %

(2.0)

(5.1) %

(2.1)

4.3 %

0.8

0.9 %

0.6

3.6 %

1.5

Research and development and other tax credits

(15.5) %

(2.9)

(6.2) %

(4.1)

(10.5) %

(4.3)

Benefit of CARES Act NOL carryback (d)

(4.8) %

(0.9)

— % —

Change in valuation allowances (e)
Change in reserves for uncertain tax positions

25.2 %
(3.7) %

4.7
(0.7)

0.2 %
(1.9) %

0.1
(1.3)

— % —

— % —
0.8
2.0 %

Change in statutory tax rates (f)

Excess tax benefits from stock compensation

Other differences, net

Effective income tax rate

_______________________

— % —

1.1 %

5.3 %

0.2

1.0

— % —

(3.9) %

(1.6)

(0.2) %

(0.1)

(2.9) %

(1.2)

0.9 %

0.6

(0.5) %

(0.2)

(15.5) % $ (2.9)

16.7 % $ 11.1

9.5 % $ 3.9

(a) Represents the impact on the Company's effective tax rate due to the mix of earnings among taxing jurisdictions
with differing statutory rates. In each year, the U.S. federal tax rate is lower than the tax rate in Germany and the
Netherlands.

(b) Represents the impact on the Company's effective tax rate of the Company's financing strategies.
(c) For 2018, the amount includes an adjustment of $0.8 million due to the mandatory one-time tax on the

accumulated E&P of foreign subsidiaries and in all years includes federal GILTI impacts and state taxation of
foreign E&P.

(d) Represents the net benefit of the CARES Act provision to allow for the carryback of the NOL generated in 2020

to the 2015 tax year. The net tax benefit of $0.9 million included a $5.0 million benefit from the tax rate
differential and other factors, offset by a $3.0 million impact from provisions of GILTI and a $1.1 million increase
in the reserve for uncertain income tax positions for restored R&D Credits.

(e) For 2020, as a result of the impacts of COVID-19 and other factors, we evaluated our ability to utilize our deferred
tax assets, including research and development and other tax credits and NOLs, before they expire. We recorded a
$4.6 million increase to the valuation allowance against our state tax credits and NOLs, the majority of which
related to adjustments to the beginning of year valuation allowance for changes in judgment about the realizability
of these deferred tax assets in future years.

F-20

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

(f) Represents the net benefit from remeasurement of the net deferred income tax liabilities from tax rate changes. For

2018, the amount reflects a tax benefit adjustment of $0.9 million from the TCJA, plus $0.7 million of tax benefit
from a federal tax rate change in the Netherlands.

The following table presents the U.S. and foreign components of income from continuing operations before income taxes:

Income (loss) from continuing operations before income taxes:

U.S.

Foreign

Total

The following table presents the components of the provision (benefit) for income taxes:

Provision (benefit) for income taxes:

Current:

Federal

State

Foreign

Total current income tax provision

Deferred:

Federal

State

Foreign

Total deferred income tax provision

Total provision (benefit) for income taxes

Year Ended December 31,

2020

2019

2018

(55.6) $

30.1 $

(1.7)

36.9

36.4

(18.7) $

66.5 $

42.8

41.1

Year Ended December 31,

2020

2019

2018

(8.1) $

0.3 $

(3.0)

0.3

9.8

2.0

(6.5)

2.5

(0.9)

(4.9)

(0.2)

7.6

7.7

3.0

0.8

(0.4)

3.4

0.1

8.7

5.8

(0.6)

(0.2)

(1.1)

(1.9)

(2.9) $ 11.1 $

3.9

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The Company has elected to treat its Canadian subsidiary as a branch for U.S. income tax purpose. Therefore, its pre-tax
loss, arising primarily from employee benefit plan costs, is included in determining U.S. federal and state income taxes.

F-21

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

The asset and liability approach is used to recognize deferred income tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The
components of deferred income tax assets and liabilities, net of reserves for uncertain tax positions and valuation
allowances, are as follows:

Deferred income tax assets (liabilities)

Research and development tax credits

Employee benefits

Net operating losses and other tax credits

Lease liabilities

Accrued liabilities

Inventories (a)

Lease right-of-use assets

Intangibles

Property, plant and equipment (a)

Other

Net deferred income tax assets

Deferred income tax assets (liabilities)

Property, plant and equipment

Intangibles

Inventories

Lease right-of-use assets

Net operating losses

Lease liabilities

Employee benefits

Other

December 31,

2020

2019

27.5 $

15.6

3.7

4.6

1.4

—

(4.3)

(4.7)

21.5

15.9

6.4

3.1

2.1

(0.6)

(2.8)

(4.7)

(26.7)

(28.0)

1.2

0.5

18.3 $

13.4

(16.8) $

(16.7)

(3.0)

(0.8)

(0.9)

0.2

0.9

9.5

(1.4)

(3.0)

(0.9)

(0.7)

0.2

0.7

7.5

—

Net deferred income tax liabilities

(12.3) $

(12.9)

_______________________

(a) As of December 31, 2020, included within property, plant and equipment and inventories was a deferred tax
liability resulting from tax accounting method changes of $(3.5) million and $(0.6) million, respectively.

The presentation above reflects net deferred income tax assets of U.S. federal and state jurisdictions and the net deferred
income tax liabilities related to operations of Germany, the Netherlands and the U.K.

As of December 31, 2020, the Company had $28.2 million of U.S. federal and $7.4 million of U.S. state R&D Credits
which, if not used, will expire between 2028 and 2040 for the U.S. federal R&D Credits and between 2021 and 2035 for
the state R&D Credits. As of December 31, 2020, the Company had $71.8 million of state NOLs which may be used to
offset state taxable income. The NOLs are reflected in the consolidated financial statements as a deferred income tax asset
of $4.4 million. If not used, substantially all of the NOLs will expire in various amounts between 2021 and 2040. The
Company had pre-acquisition and recognized built-in loss carryovers of $7.6 million, reflected as a deferred income tax
asset of $1.6 million.

F-22

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

As of December 31, 2020 and 2019, the Company had $66.5 million and $48.8 million, respectively, of undistributed
earnings (net of foreign taxes) of foreign subsidiaries. Except for immaterial foreign currency exchange considerations, the
Company will be able to repatriate these foreign earnings without U.S. federal taxation due to previously taxed income
under the GILTI provisions.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state
jurisdictions and foreign jurisdictions. The Company is no longer subject to U.S. federal examination for years before
2017, to state and local examinations for years before 2016 and to non-U.S. income tax examinations for years before
2014. The following is a tabular reconciliation of the total amounts of uncertain tax positions as of and for the years ended
December 31, 2020, 2019 and 2018:

For the Years Ended
December 31,

2020

2019

2018

7.8 $

10.1 $

10.0

1.1

(0.2)

0.6

(1.3)

—

0.7

(1.2)

0.6

(1.5)

—

(0.9)

—

0.1

—

0.8

(0.6)

0.1

(0.2)

(0.1)

10.1

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Balance at January 1,

Increases in prior period tax positions

Decreases in prior period tax positions

Increases in current period tax positions

Decreases due to lapse of statutes of limitations

Increases due to change in tax rates

Decreases due to settlements with tax authorities

Increases (decreases) from foreign exchange rate changes

Balance at December 31,

8.0 $

7.8 $

The $8.0 million of reserves for uncertain tax positions as of December 31, 2020 were reflected on the consolidated
balance sheets as follows: $7.7 million netted against deferred income tax assets and $0.3 million in other noncurrent
obligations. The $7.8 million of reserves for uncertain tax positions as of December 31, 2019 were reflected on the
consolidated balance sheets as follows: $7.3 million netted against deferred income tax assets and $0.5 million in other
noncurrent obligations. The $10.1 million of reserves for uncertain tax positions as of December 31, 2018 were reflected on
the consolidated balances as follows: $7.9 million netted against deferred income tax assets and $2.2 million in other
noncurrent obligations.

If recognized, $6.1 million of the benefit for uncertain tax positions at December 31, 2020 would favorably affect the
Company's effective tax rate in future periods. The Company files income tax returns and is subject to examination by
various taxing jurisdictions. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a
two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on
the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not
recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax authority.

The Company does not expect that facts and circumstances such as the expiration of statutes of limitations or the settlement
of audits in the next 12 months will result in liabilities for uncertain income tax positions that are materially different than
the amounts that were accrued as of December 31, 2020.

The Company recognizes accrued interest and penalties related to uncertain income tax positions in the Provision for
income taxes on the consolidated statements of operations. As of December 31, 2020 and 2019, the Company had less than
$0.1 million and $0.1 million, respectively, accrued for interest and penalties related to uncertain income tax positions.

F-23

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

tax credits and NOLs. Including the federal benefit of state taxes, the net valuation allowance reflected on the consolidated
balance sheets was $5.1 million and $0.5 million as of December 31, 2020 and 2019, respectively. In determining the need
for a valuation allowance, the Company considers many factors, including specific taxing jurisdictions, sources of taxable
income, income tax strategies and forecasted earnings for the entities in each jurisdiction. A valuation allowance is
recognized if, based on the weight of available evidence, the Company concludes that it is more likely than not that some
portion or all of the deferred income tax asset will not be realized.

Note 6. Debt

Long-term debt consisted of the following:

Term Loan B Credit Facility (variable rates) due June 2027

2021 Senior Notes (5.25% fixed rate) due May 2021

Global Revolving Credit Facility (variable rates) due December 2023
Second German Loan Agreement (2.45% fixed rate) due in quarterly installments ending
September 2022
Third German Loan Agreement (1.45% fixed rate) due in quarterly installments ending
September 2022

Deferred financing costs

Total Debt

Less: Debt payable within one year

Long-term debt

Unsecured 2021 Senior Notes

December 31,

2020

2019

199.0 $
—

—

2.4

2.6

(9.6)

194.4

4.9

—
175.0

21.6

3.5

3.7

(3.0)

200.8

2.6

189.5 $

198.2

In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the "2021 Senior
Notes") at a face amount of $175 million. The 2021 Senior Notes bore interest at a rate of 5.25%, payable in arrears on
May 15 and November 15 of each year, and were scheduled to mature on May 15, 2021. On June 30, 2020, the Company
initiated the calling of the 2021 Senior Notes for redemption in full and recorded a debt extinguishment charge of
$1.9 million related to the write-off of the remaining deferred financing costs associated with the 2021 Senior Notes. The
redemption and satisfaction of the 2021 Senior Notes was completed on July 16, 2020.

Term Loan B Credit Facility

On June 30, 2020, the Company entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and
among the Company, as borrower, certain of its domestic subsidiaries, as guarantors (the “Guarantors”, and together with
the Company, the “Term Loan Parties”), a syndicate of banks, financial institutions and other entities as lenders (the “TLB
Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Term Loan B Lenders. The Term Loan Credit
Agreement provides a seven-year Term Loan B credit facility (the "Term B Facility") in the initial principal amount of
$200 million (the "Term Loan B".) The Term Loan B was executed in a single $200 million draw on the closing date.
Proceeds under the Term B Facility were used to redeem in full the 2021 Senior Notes, repay borrowings under the
Company’s senior secured revolving credit facility, pay fees and expenses of the transaction and for general corporate
purposes. Under the terms of the Term Loan Credit Agreement, and subject to certain conditions and adjustments, the
Company may from time to time solicit the Term Loan B Lenders or new lenders to provide incremental term loan
financings under the Term B Facility up to $125 million in the aggregate (each an "Incremental Term Facility"). The

F-24

NEENAH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

proceeds of an Incremental Term Facility may be used for general corporate purposes of the Company and its subsidiaries,
including permitted acquisitions, investments and other uses not prohibited by the Term Loan Credit Agreement.

The obligations under the Term Loan Credit Agreement are jointly and severally guaranteed by the Guarantors and are
secured by all or substantially all of the assets of the Term Loan Parties, including (i) a first- priority security interest in
substantially all of the tangible and intangible non-current assets of the Term Loan Parties (collectively, the “TLB Priority
Collateral”), and (ii) a second-priority security interest in substantially all of the current assets of the Term Loan Parties
comprising priority collateral of the lenders under the Company’s secured revolving credit facility (together with the TLB
Priority Collateral, the “Collateral”). Under the terms of the Term Loan Credit Agreement, borrowings under the Term B
Facility will bear interest, as selected by the Company, at a per annum rate equal to either (a) the reserve-adjusted LIBOR
rate for interest periods of one, two or three months, plus an applicable rate of 4.00% per annum, or (b) the Alternate Base
Rate, plus an applicable rate of 2.00% per annum. “Alternate Base Rate” will be equal to the greatest of (1) the prime rate
as quoted from time to time in The Wall Street Journal or published by the Federal Reserve Board, (2) the overnight bank
funding rate established by the Federal Reserve Bank of New York, plus 50 basis points, and (3) one-month reserve-
adjusted LIBOR plus 100 basis points. The Alternate Base Rate is subject to a “floor” of 2.0%, and the adjusted LIBOR
rate is subject to a “floor” of 1.0%. As of December 31, 2020, the weighted-average interest rate on outstanding Term Loan
borrowings was 5.0% per annum. The Term Loan B is repayable in equal quarterly installments commencing on
September 30, 2020 in an aggregate annual amount equal to 1% of the original principal amount of the Term B Facility
(subject to certain reductions in connection with debt prepayments and debt buybacks). The entire unpaid principal balance
of the Term Loan B, together with all accrued and unpaid interest thereon, will be due and payable at maturity on June 30,
2027.

The Company is required to make mandatory prepayments of the Term Loan B, commencing with the fiscal year ending
December 31, 2021, based on certain secured leverage ratios levels, among other requirements, as per below:

Secured leverage ratio levels

Mandatory prepayments

< 1.50

1.50 - 2.50

> 2.50

No prepayments required

25% of Excess Cash Flow

50% of Excess Cash Flow

“Secured Leverage Ratio” means the ratio, for the four most recent fiscal quarters, of the net secured indebtedness of the
Company as of the last day of such period to EBITDA for such period. “Excess Cash Flow” means consolidated net
income, plus or minus adjustments for specified items including, among others:(i) increases or decreases in working
capital, (ii) certain capital expenditures, (iii) scheduled principal payments and voluntary prepayments of certain funded
indebtedness, (iv) to the extent not deducted in calculating consolidated net income, interest expense and any premium,
make-whole or penalty payments in respect of indebtedness, (v) taxes, to the extent not deducted in calculating
consolidated net income, (vi) permitted acquisitions and certain other permitted investments, and (vii) up to $8.75 million
per fiscal quarter of regularly scheduled quarterly cash dividends paid by the Company. The Term Loan Credit Agreement
contains covenants and events of default which the Company believes are customary for agreements of this nature.

Under the most restrictive terms of the Term Loan Credit Agreement, we are permitted to pay cash dividends and
repurchase shares of our common stock in an aggregate amount not to exceed $8,750,000 per fiscal quarter. However, as
long as the total leverage ratio calculated in accordance with the Term Loan Credit Agreement does not exceed 2.5 to 1.0,
we can pay dividends or repurchase shares without limitation. In the event the total leverage ratio exceeds 2.5 to 1.0 but is
less than or equal to 3.5 to 1.0, we may still pay dividends or repurchase shares of our common stock in an aggregate
amount in excess of $8,750,000 per fiscal quarter by utilizing certain "restricted payment baskets" described in the Term
Loan Credit Agreement. In addition, we would be permitted to pay cash dividends and repurchase shares of, our common
stock in excess of $8,750,000 per fiscal quarter if the aggregate amount of such payments, together with the amount of
redemptions or prepayments of certain indebtedness, is less than or equal to the greater of (i) $65 million and (ii) 9% of our
consolidated tangible assets. As of December 31, 2020, since our total leverage ratio was less than 2.5 to 1.0, none of these
covenants were restrictive to our ability to pay dividends on or repurchase shares of our common stock.

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(Dollars in millions, except as noted)

Amended and Restated Secured Global Revolving Credit Facility

In December 2018, the Company amended and restated its existing credit facility by entering into the Fourth Amended and
Restated Credit Agreement (the "Fourth Amended Credit Agreement") by and among the Company and certain of its
domestic subsidiaries (the "Domestic Borrowers"), Neenah Services GmbH & Co. KG and certain of its German
subsidiaries (the "German Borrowers"), certain other subsidiaries as the "German Guarantors", the financial institutions
signatory to the Fourth Amended Credit Agreement as lenders (the "Lenders"), and JPMorgan Chase Bank, N.A., as agent
for the Lenders (the "Administrative Agent").

The Fourth Amended Credit Agreement, among other things: (1) increased the maximum principal amount of the existing
credit facility for the Domestic Borrowers to $150 million (the "U.S. Revolving Credit Facility"); (2) maintains the secured,
multicurrency, revolving credit facility for the German Borrowers in the maximum principal amount of $75 million (the
"German Revolving Credit Facility," and together with the U.S. Revolving Credit Facility, the "Global Revolving Credit
Facility"); (3) caused the Company and the other Domestic Borrowers to guarantee, among other things, the obligations of
the German Borrowers arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit
Facility to mature on December 10, 2023; and (5) modifies the accordion feature permitting one or more increases in the
Global Revolving Credit Facility in an aggregate principal amount not exceeding $125 million, such that the aggregate
commitments under the Global Revolving Credit Facility do not exceed $350 million. In addition, the Domestic Borrowers
may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount not to exceed $20
million outstanding at any time, and the German Borrowers may request letters of credit under the German Revolving
Credit Facility in an aggregate face amount not to exceed $5 million outstanding at any time.

On June 30, 2020, the Company amended the Fourth Amended Credit Agreement by entering into a Third Amendment (the
"Third Amendment") to among other things, (a) remove the applicable components of the TLB Priority Collateral from the
borrowing base calculation under the U.S. Revolving Credit Facility, (b) permit the pledging of the Collateral under the
Term B Facility and subordinate liens of the Fourth Amended and Restated Credit Agreement lenders on TLB Priority
Collateral to the first position liens on TLB Priority Collateral under the Term B Facility, (c) reduce the U.S. Revolving
Credit Facility amount from $150 million to $125 million, (d) reduce the German Revolving Credit Facility amount from
$75 million to $50 million, and (e) adjust certain reporting and financial covenant activation and deactivation thresholds.

Proceeds of borrowings under the Global Revolving Credit Facility may be used to finance working capital needs,
permitted acquisitions, permitted investments (including certain inter-company loans), certain dividends, distributions and
other restricted payments, and for other general corporate purposes.

The consolidated statements of cash flows present borrowings and repayments under the Global Revolving Credit Facility
and the predecessor revolving bank credit facility using a gross approach. This approach presents not only discrete
borrowings for transactions such as a business acquisition, but also reflects all borrowings and repayments that occur as
part of daily management of cash receipts and disbursements. For the years ended December 31, 2020, 2019, and 2018 all
of the borrowings related to the daily cash management.

The right of the Domestic Borrowers to borrow and obtain letters of credit under the U.S. Revolving Credit Facility is
subject to, among other things, the borrowing base of the Domestic Borrowers on a consolidated basis (the "Domestic
Borrowing Base"). The right of the German Borrowers to borrow and obtain letters of credit under the German Revolving
Credit Facility is similarly subject to a borrowing base requirement (the "German Borrowing Base"). The German
Borrowing Base is initially determined on a combined basis for all German Borrowers. Under certain circumstances
(including the occurrence of an event of default resulting from an act or omission of any German Borrower or German
Guarantor), the Administrative Agent may require the German Borrowing Base to be determined separately for each of the
German Borrowers. At its option the Company may, from time to time, allocate a portion of the Domestic Borrowing Base
to the German Borrowing Base (resulting in a corresponding reduction of the Domestic Borrowing Base); however, the
principal amount of borrowings and the outstanding letter of credit exposure under the German Revolving Credit Facility
may not at any time exceed the German Revolving Credit Facility commitment amount then in effect.

The guarantees of the German Guarantors are limited solely to the German Revolving Credit Facility obligations. Under
the terms of the Fourth Amended Credit Agreement and related loan documentation, neither the German Borrowers nor the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

German Guarantors (collectively, the "German Loan Parties") will be liable for any obligations relating to the U.S.
Revolving Credit Facility. The Global Revolving Credit Facility is secured by liens on all or substantially all of the assets
of the Domestic Borrowers. The German Revolving Credit Facility is secured by liens on all or substantially all of the
assets of the German Borrowers and certain assets of the German Guarantors. Any liens granted by the German Loan
Parties secure only the German Revolving Credit Facility obligations.

Terms, Covenants and Events of Default. In general, borrowings under the Global Revolving Credit Facility will bear
interest at LIBOR (which cannot be less than zero) plus an applicable margin ranging from 1.25% to 1.75%, depending on
the amount of availability under the Fourth Amended Credit Agreement. In addition, the Company may elect an alternate
borrowing rate ("ABR") for borrowings under the Global Revolving Credit Facility. ABR borrowings under the Global
Revolving Credit Facility will bear interest at the highest interest rate shown in the following table:

Prime rate

Federal funds rate +0.50%

Monthly LIBOR (which cannot be less than zero) +1.00%

Overnight LIBOR (which cannot be less than zero)

Applicable Margin

U.S. Revolving
Credit Facility

—%-0.25%

Not applicable

German Revolving
Credit Facility

Not applicable

1.25%-1.75%

The Company is also required to pay a monthly commitment fee on the unused amounts available under the Global
Revolving Credit Facility at a per annum rate of 0.25%.

If specified excess availability (i.e., aggregate availability, plus any excess of the aggregate borrowing base over the
aggregate commitments under the Global Revolving Credit Facility as then in effect, subject to certain limitations) under
the Global Revolving Credit Facility is less than the greater of (i) $15 million and (ii) 10% of the aggregate commitments
under the Global Revolving Credit Facility as then in effect, the Company is required to comply with a fixed charge
coverage ratio (as defined in the Fourth Amended Credit Agreement) of not less than 1.1 to 1.0 for the preceding four-
quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer be necessary once
(x) specified excess availability under the Global Revolving Credit Facility exceeds the greater of (i) 17.5% of the
aggregate commitment for the Global Revolving Credit Facility and (ii) $25 million for 60 consecutive days and (y) no
default or event of default has occurred and is continuing during such 60-day period. As of December 31, 2020, specified
excess availability under the Global Revolving Credit Facility exceeded the minimum required amount, and the Company
is not required to comply with such fixed charge coverage ratio.

The Fourth Amended Credit Agreement contains affirmative, reporting and negative covenants, events of default and other
terms which the Company believes are ordinary and standard for agreements of this nature, with which the Company and
its subsidiaries must comply during the term of the agreement. Among other things, such covenants restrict the ability of
the Company and its subsidiaries to incur certain debt, incur or create certain liens, make specified restricted payments,
authorize or issue capital stock, enter into transactions with their affiliates, consolidate, merge with or acquire another
business, sell certain of their assets, or dissolve or wind up.

In addition, if the specified excess availability under the Global Revolving Credit Facility is less than the greater of (i) $20
million and (ii) 12.5% of the aggregate commitments under the Global Revolving Credit Facility as then in effect, the
Company will be subject to increased reporting obligations and controls until such time as availability is more than the
greater of (a) $25 million and (b) 17.5% of the aggregate commitments under the Global Revolving Credit Facility as then
in effect.

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(Dollars in millions, except as noted)

commitments under the Global Revolving Credit Facility (approximately $22 million as of December 31, 2020), on a pro
forma basis after giving effect to such dividend or stock repurchase (as the case may be). If our specified excess
availability, on a pro forma basis, is less than the applicable threshold, we are subject to certain restrictions on the amount
of cash dividends we are permitted to declare and the amount of share repurchases we are permitted to execute. As of
December 31, 2020, the Company's availability exceeded the applicable threshold, so this restriction did not apply.

The Fourth Amended Credit Agreement also contains events of default customary for financings of this type, including
failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and certain
other terms of the Fourth Amended Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency,
various ERISA and foreign pension violations, the occurrence of material judgments and changes in control.

Availability under the Global Revolving Credit Facility varies over time depending on the value of the Company's
inventory, receivables and (in the case of the German Revolving Credit Facility) various capital assets. As of December 31,
2020, the Company had no borrowings and $0.3 million in letters of credit outstanding under the Global Revolving Credit
Facility and $138.6 million of available credit (based on exchanges rates at December 31, 2020). As of December 31, 2020
and 2019, the weighted-average interest rate on outstanding Revolver borrowings was 1.3 percent per annum.

Other Debt

In January 2013, Neenah Germany entered into a project financing agreement for the construction of a melt blown machine
(the "Second German Loan Agreement"). The Second German Loan Agreement provided €9.0 million of construction
financing which is secured by the melt blown machine. The loan matures in September 2022 and principal is repaid in
equal quarterly installments. The interest rate on amounts outstanding is 2.45% and is payable quarterly. At December 31,
2020, €2.0 million ($2.4 million, based on exchange rates at December 31, 2020) was outstanding under the Second
German Loan Agreement.

In May 2018, Neenah Germany entered into a project financing agreement for the construction of a regenerative thermal
oxidizer ("RTO") (the "Third German Loan Agreement"). The purposes of the project were to increase the capacity of the
existing saturators and ensure compliance with new European air emission standards. The Third German Loan Agreement
provided €5.0 million of financing and is secured by the asset. The loan matures in September 2022 and principal is repaid
in equal quarterly installments. The interest rate on amounts outstanding is 1.45% and is payable quarterly. In the fourth
quarter 2018, the Company received a subsidy from the German government of $0.9 million due to completion of the RTO
project in the form of a principal reduction. At December 31, 2020, €2.1 million ($2.6 million, based on exchange rates at
December 31, 2020) was outstanding under the Third German Loan Agreement.

Principal Payments

The following table presents the Company's required debt payments:

Debt payments

2021

2022

2023

$ 4.9 $ 4.1 $ 2.0 $

2024

2025
2.0 $ 2.0 $

Thereafter

Total

189.0 $

204.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in millions, except as noted)

Note 7. Pension and Other Postretirement Benefits

Pension Plans

Substantially all active employees of the Company's U.S. operations participate in defined benefit pension plans and/or
defined contribution retirement plans. The Company also has defined benefit plans and/or alternative retirement plans for
substantially all its employees in Germany, the U.K, and the Netherlands. In addition, the Company maintains a SERP
which is a non-qualified defined benefit plan. The Company provides benefits under the SERP to the extent necessary to
fulfill the intent of its defined benefit retirement plans without regard to the limitations set by the Internal Revenue Code on
qualified defined benefit plans.

The Company's policy is to recognize settlement losses for deferred vested pension benefit payments regardless of whether
the amount exceeded the sum of expected service cost and interest costs of the pension plan for the respective calendar
year. During 2020, 2019, and 2018, the Company recorded a $0.3 million, $0.1 million, and a $0.8 million settlement
losses in the SERP, for total payments of $1.2 million, $0.5 million, $2.2 million, respectively.

The Company's funding policy for its U.S. qualified defined benefit plans and its U.K. defined benefit plan is to contribute
assets in compliance with regulatory requirements to fund the projected benefit obligation. There is no legal or
governmental obligation to fund Neenah Germany's benefit plans and as such the Neenah Germany defined benefit plans
are currently unfunded. As of December 31, 2020, Neenah Germany had investments of $2.5 million that were restricted to
the payment of certain post-retirement employee benefits. As of December 31, 2020, $0.7 million and $1.8 million of such
investments are classified as Prepaid and other current assets and Other assets, respectively, on the consolidated balance
sheet. The Neenah Coldenhove retirement benefit obligations are administered by a third-party insurance company, and
funding for these benefits comes from premiums paid. Nonqualified plans providing pension benefits in excess of
limitations imposed by taxing authorities are not funded; however, the Company holds $4.3 million of marketable
securities that are designated for the payment of benefits under the SERP as of December 31, 2020, classified as Other
Assets on the consolidated balance sheet.

During the year ended December 31, 2020 and 2019, the Company's funded status of its pension benefits decreased
$8.8 million and $2.8 million, respectively, from the prior year, due primarily to lower discount rates partly offset by
higher than expected investment returns.

During October 2019, the Company reached an agreement with the union members of the Christelijke Nationale Vakbond
("CNV") and the Federatie Nederlandse Vakvereniging ("FNV") that affected employees in the Netherlands. In accordance
with the new agreements, effective December 31, 2019, the Neenah Coldenhove defined benefit pension plan is closed to
new entrants, and the defined benefit pension plan was replaced by a new defined contribution plan. All new employees
will participate in the new defined contribution plan, and current employees will have their benefit frozen at current levels
under the defined benefit plan and will begin participation in the new defined contribution plan. The Company recognized
a curtailment gain of $1.6 million in the fourth quarter of 2019 due to these changes.

During November 2019, the Company ratified a new collective bargaining agreement with the USW that affected hourly
employees at the Appleton Mill. In accordance with the new agreement, effective February 2020, the current defined
benefit pension plan at this location will be closed to new entrants, and the defined benefit pension plan will be replaced by
a new defined contribution plan. All new hourly employees will participate in the new defined contribution plan, and
certain hourly employees (30 of 115 employees at this location) with less than 25 years of service will have their benefit
frozen at current levels under the defined benefit plan and will begin participation in the new defined contribution plan.
Hourly employees with over 25 years of service will continue to participate in the respective defined benefit plan. There
were no curtailment or amendment charges recognized due to this change.

During December 2018, the Company signed new collective bargaining agreements with the USW that affected hourly
employees at the Munising Mill, Whiting Mill, Neenah Mill, and Neenah Finishing Center. In accordance with the new
agreements, effective March 2019, the current defined benefit pension plans at these locations will be closed to new
entrants, and the defined benefit pension plans will be replaced by a new defined contribution plan. All new hourly
employees will participate in the new defined contribution plan, and certain hourly employees (375 of 690 employees at
these locations) with less than 25 years of service will have their benefit frozen at current levels under the defined benefit
plan and will begin participation in the new defined contribution plan. Hourly employees with over 25 years of service and

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(Dollars in millions, except as noted)

certain other hourly employees will continue to participate in their respective defined benefit plans. There were no
curtailment or amendment charges recognized due to these changes.

The Company uses the fair value of pension plan assets to determine pension expense, rather than averaging gains and
losses over a period of years. Investment gains or losses represent the difference between the expected return calculated
using the fair value of the assets and the actual return based on the fair value of assets. The Company's pension obligations
are measured annually as of December 31.

Multi-Employer Plan

Historically, the Company has contributed to the PACE Industry Union-Management Pension Fund (the “PIUMPF"), a
multiemployer pension plan. The amount of our annual contributions to the PIUMPF was negotiated with the plan and the
bargaining unit representing our employees covered by the plan.

Effective July 1, 2018, the Company and representatives of the United Steelworkers Union (the "USW") of the Lowville
mill withdrew from the PIUMPF and recorded an estimated withdrawal liability of $1.0 million, which assumed payment
of $0.1 million per year over 20 years, discounted at a credit adjusted risk-free rate of 5.7%. For the year ended December
31, 2018, the Company's contributions to the plan were less than $0.1 million and less than 5% of total plan contributions.
On July 1, 2018, when the Company withdrew, the plan was in the red zone. Among other factors, plans in the red zone are
generally less than 65% funded.

In October 2019, the Company received a billing from PIUMPF for the withdrawal liability, which confirmed the $1.0
million liability, and the Company began making monthly payments. In addition to the withdrawal liability, PIUMPF also
demanded immediate payment of $1.3 million for the Company's pro-rata share of the fund's accumulated funding
deficiency, which the Company challenged. During the fourth quarter of 2020, the Company reached a settlement with
PIUMPF and paid $1.2 million related to the accumulated funding deficiency.