Louisiana-Pacific Corp DEF 14A, filed Mar 27, 2025

Louisiana-Pacific Corp (LPX)

DEF 14A 2025-03-27 For: 2025-05-08

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Added on June 12, 2026

About this DEF 14A

Louisiana-Pacific Corp filed this DEF 14A on March 27, 2025.

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	March 27, 2025			Dear Stockholder: “In 2024, LP’s Siding business achieved record-breaking net sales, growing 17% year over year. Growth, margin expansion, and a very strong balance sheet leave LP well positioned for further investments in demand creation and Siding capacity expansion.” On behalf of the Board of Directors of Louisiana-Pacific Corporation (“LP”), thank you for your investment and continued confidence in LP. I cordially invite you to attend our 2025 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders will be held virtually on May 8, 2025 at 7:30 a.m. Central Time via live audio webcast at http://www.virtualshareholdermeeting.com/LPX2025. At this year’s meeting, you will be asked to vote on: » the election of three Class I directors, » the ratification of the appointment of LP’s independent registered public accounting firm for 2025, and » the approval, on a non-binding, advisory basis, of named executive officer compensation. Our Board of Directors unanimously recommends a vote “FOR” each of the director nominees, and “FOR” Proposals 2 and 3. Action may also be taken on any other matters that may properly come before the meeting. Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, we urge you to vote promptly according to the instructions in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form you received.

				Sincerely,

				W. BRADLEY SOUTHERN Chairperson of the Board of Directors & Chief Executive Officer

	VIA THE INTERNET			BY MAIL			BY TELEPHONE			DURING THE MEETING

	PROXY SUMMARY					1

	PROPOSAL 1: ELECTION OF DIRECTORS					5
	General					6
	Nominees For Director					7
	Continuing Directors					10

	CORPORATE GOVERNANCE					15
	Current Board Composition					15
	Principles of Corporate Governance					16
	The Board Leadership Structure					18
	Oversight of Risk					19
	Sustainability					21
	Human Capital Management					24
	Insider Trading Policy					24
	Anti-Hedging and Anti-Pledging Policy					25
	Committees of the Board					25
	Annual Board and Committee Self-Evaluation Process					29
	Director Stock Ownership Guidelines					30
	Consideration of Director Nominees					30
	Stockholder Nominations for Election of Directors					31
	Stockholder Engagement					31
	Communications with the Board					32
	Director Compensation					32

	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					35

	AUDIT MATTERS					37
	Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm					37
	Audit Committee Report					38

	PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION					39

	COMPENSATION OF EXECUTIVE OFFICERS					41
	Compensation Discussion and Analysis					41
	Compensation Committee Report					56
	Summary Compensation Table					57
	Grants of Plan-Based Awards for 2024					59
	Outstanding Equity Awards at December 31, 2024					60
	Option Exercises and Stock Vested in 2024					61
	Nonqualified Deferred Compensation for 2024					62
	Potential Payments Upon Termination of Employment or Change of Control of LP					63
	CEO Pay Ratio					71
	Pay Versus Performance					72

	EQUITY COMPENSATION PLAN INFORMATION					75

	OTHER BUSINESS					76

	HOLDERS OF COMMON STOCK					77
	Five Percent Beneficial Owners					77
	Directors and Named Executive Officers					78

	RELATED PERSON TRANSACTIONS					79

	STOCKHOLDER PROPOSALS					81

	QUESTIONS & ANSWERS					82

	PROPOSAL 1 FOR Each Nominee			ELECTION OF THREE CLASS I DIRECTORS » Your vote is requested to elect three Class I director nominees to the Board, all of whom currently serve as directors of LP. Each director nominee is a proven leader who has demonstrated a commitment to upholding LP’s core values. » See page 5 for more information.
	PROPOSAL 2 FOR			RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 » Your vote is requested to ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2025. Deloitte & Touche LLP has served as LP’s independent registered public accounting firm since 1997. In making the determination to appoint Deloitte & Touche LLP for 2025, the Finance and Audit Committee of the Board (the “Audit Committee”) considered, among other factors, the independence and performance of Deloitte & Touche LLP, and the quality and candor of Deloitte & Touche LLP’s communications with the Audit Committee and LP’s management. » See page 35 for more information.
	PROPOSAL 3 FOR			APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION » Your vote is requested to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Our executive compensation program aligns the compensation of our named executive officers with our performance through the business cycle as well as their individual performance. » See page 39 for more information.

		DIRECTOR SINCE		BOARD COMMITTEES
NAME	AGE	DIRECTOR SINCE	INDEPENDENT	AC	CC	GC	EC
Class I Directors to Be Elected for a Three-Year Term Expiring at the 2028 Annual Meeting
KELLY H. BARRETT Retired Senior Vice President, Home Services of The Home Depot, Inc.	60	2025
LIZANNE C. GOTTUNG Retired EVP-Senior Adviser to the CEO/Chair of Kimberly-Clark Corporation	68	2006
DUSTAN E. MCCOY Retired Chairman and Chief Executive Officer of Brunswick Corporation	75	2002
Class II and III Directors Continuing in Office
JOSE A. BAYARDO President and Chief Operating Officer of NOV Inc.	53	2021
F. NICHOLAS GRASBERGER III Chairman and Chief Executive Officer of Enviri Corporation	61	2019
OZEY K. HORTON, JR. Director Emeritus of McKinsey & Company	74	2016
STEPHEN E. MACADAM Retired Chief Executive Officer of EnPro Industries, Inc.	64	2019
JEAN-MICHEL RIBIÉRAS Chairman and Chief Executive Officer of Sylvamo Corporation	62	2025
TY R. SILBERHORN Chief Executive Officer and President of Apogee Enterprises, Inc.	57	2025
W. BRADLEY SOUTHERN Chairperson of the Board and Chief Executive Officer of LP	65	2017

	STRONG INDEPENDENT OVERSIGHT			» 10 of our 11 directors are independent (all except Mr. Southern, our Chief Executive Officer). » All members of the standing committees of the Board are independent (except for the Executive Committee, chaired by Mr. Southern). » Executive sessions are scheduled for each quarterly Board meeting.
	COMMITMENT TO BOARD EFFECTIVENESS			» Limits on other directorships (i.e., no overboarding). » Each then-current director attended at least 75% of all Board and applicable committee meetings. » Annual Board and committee self-evaluation. » New director orientation and ongoing educational opportunities. » Regular review of succession planning. » Retirement following a director’s 75th birthday, unless waived by the Board.
	ALIGNMENT WITH STOCKHOLDERS’ INTERESTS			» Majority voting standard for uncontested election of directors. » Policy to address resignation of director nominees who fail to receive majority vote in uncontested election of directors. » Stock ownership guidelines for outside directors and executive officers. » Directors, executive officers, and certain employees are prohibited from entering into hedging transactions and from pledging LP securities as collateral for margin and other loans.

	GOVERNANCE			At LP, we are committed to doing the right thing, always. Our corporate governance practices are purpose-driven, promoting accountability, integrity, and transparency. We believe by prioritizing innovation and sustainable business practices, we create value for our customers, team members, stockholders, communities, and other key stakeholders.
	PEOPLE			We believe that by building a more engaged, skilled and innovative workforce, we are also building a better, more sustainable, and more competitive company—because when our people thrive, our company thrives. We work to foster a safe and inclusive environment where everyone at LP can grow and feel valued, with competitive pay and comprehensive benefits that empower our team members to care for themselves and their families.
	ENVIRONMENT			Environmental stewardship is at the heart of LP’s business. We strive to responsibly manage our environmental footprint throughout the entire product life cycle, starting from innovation and sourcing, continuing through manufacturing, and ending with installation and final use. Our efficiently made, responsibly sourced, and carbon-negative products mean that we are not only stewards of the environment, but also part of the climate solution.
	PRODUCTS			Our reputation is built on innovative, high-quality building products designed to perform and engineered for durability. Every LP building product begins with fiber vetted through stringent third-party forest certification standards and our thoroughly tested product formulas. Our reliable, state-of-the-art manufacturing processes incorporate rigorous safety standards and relentless quality testing, to produce longer-lasting, carbon-negative products.
	COMMUNITY			Our professional conduct and interactions are shaped by our respect for the communities we share and the land that supports us. Through meaningful collaboration and active engagement, we strive to support our neighbors—Indigenous peoples, local suppliers, veterans, youth, educators, nonprofits, and others.

	KELLY H. BARRETT						INDEPENDENT DIRECTOR
	Retired Senior Vice President, Home Services of The Home Depot, Inc. AGE: 60 DIRECTOR SINCE: 2025 COMMITTEES: » Audit Committee » Governance Committee			BACKGROUND: Ms. Barrett served as Senior Vice President, Home Services at The Home Depot, Inc. (NYSE: HD) from 2016 until her retirement in December 2018. Prior to that appointment, Ms. Barrett held various senior management positions at The Home Depot from 2003 to 2016, including Vice President of Internal Audit and Corporate Compliance, and Controller. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated (NYSE: CUZ) for eleven years in various senior financial roles, including ultimately that of Senior Vice President and Chief Financial Officer. Ms. Barrett currently serves as a director and member of both the audit and compensation committees of Americold Realty Trust, Inc. (NYSE:COLD) and a director and member of both the compensation and information technology committees of EVERTEC, Inc. (NYSE: EVTC). She also serves as the chair of the board of directors and chair of the audit committee of Piedmont Office Realty Trust, Inc. (NYSE: PDM). She previously served as a director of The Aaron’s Company, Inc. (NYSE:AAN) from May 2019 until October 2024. Her leadership roles in the community currently include serving on the board of the Metro Atlanta YMCA (where she formerly served as chair); the National Association of Corporate Directors (“NACD”), Atlanta Chapter board; the Georgia Tech Foundation Board of Trustees; and the Advisory Board of the Scheller College of Business at Georgia Tech (where she also formerly served as chair). She has previously served on the boards of the Girl Scouts of Greater Atlanta, Partnership Against Domestic Violence and the Atlanta Rotary Club. She has been a licensed Certified Public Accountant in Georgia for over thirty years, is certified as a director by the NACD and holds a Certificate in Cybersecurity oversight from the NACD. Ms. Barrett graduated from the Georgia Institute of Technology with a bachelor of science degree in Industrial Management. QUALIFICATIONS: The Board selected Ms. Barrett to serve as a director because of her extensive experience in strategic planning, international business operations, and financial management, as well as her knowledge of the building products industry and her public company board service. The Board believes that Ms. Barrett’s broad understanding of the operational, strategic and financial issues facing large international companies and her deep experience in executive leadership roles make her particularly well-suited to serve as a director of LP.

	LIZANNE C. GOTTUNG			INDEPENDENT DIRECTOR
	Retired EVP-Senior Adviser to the CEO/Chairman of Kimberly-Clark Corporation AGE: 68 DIRECTOR SINCE: 2006 COMMITTEES: » Compensation Committee » Executive Committee » Governance Committee (Chair)			BACKGROUND: Ms. Gottung retired from Kimberly-Clark Corporation (NYSE: KMB) in 2017 as EVP-Senior Adviser to the CEO/Chairman. Prior to that appointment, Ms. Gottung served as Senior Vice President and Chief Human Resources Officer of Kimberly-Clark Corporation from 2002 to 2017. She held a variety of human resources, manufacturing and operational roles of increasing responsibility with Kimberly-Clark Corporation over the 36 years prior to her retirement. Ms. Gottung has been a director of Sylvamo Corporation (NYSE: SLVM), a global producer of uncoated paper, since October 2021 and serves as the Chair of the management development and compensation committee. Ms. Gottung previously served as an advisor for World 50, Inc., a resource group for senior executives from globally respected organizations, and she currently serves as a member of Gartner, Inc.’s CHRO Global Leadership Board. Ms. Gottung graduated from the State University of New York at Albany with a bachelor’s degree in Business Administration. QUALIFICATIONS: The Board selected Ms. Gottung to serve as a director based upon her experience in labor relations and human resources with a large publicly traded company. The Board believes that Ms. Gottung’s extensive experience in leading, designing and implementing human capital strategies, including compensation and benefits, both domestically and globally, talent management, diversity and inclusion, organizational effectiveness and corporate health services makes her particularly well-suited to serve as a director of LP.

	DUSTAN E. MCCOY			LEAD INDEPENDENT DIRECTOR
	Retired Chairman and Chief Executive Officer of Brunswick Corporation AGE: 75 DIRECTOR SINCE: 2002 COMMITTEES: » Compensation Committee » Executive Committee » Governance Committee			BACKGROUND: Mr. McCoy was Chairman and Chief Executive Officer and a director of Brunswick Corporation (NYSE: BC), a market leader in the marine, fitness and billiards industries, from December 2005 until his retirement in February 2016. He joined Brunswick Corporation in September 1999 and, in addition to the roles above, also served as Vice President, General Counsel and Corporate Secretary until October 2000, and served as President of the Brunswick Boat Group from October 2000 to December 2005. Mr. McCoy previously served as Executive Vice President of Witco Corporation (“Witco”), which traded on the NYSE under the ticker symbol WIT prior to its merger with Crompton & Knowles in 1999, and prior to that served as Witco’s Senior Vice President, General Counsel and Corporate Secretary. Mr. McCoy is also the lead independent director of Freeport-McMoRan Inc. (NYSE: FCX) and a director of YETI Holdings, Inc. (NYSE: YETI). Mr. McCoy graduated from Eastern Kentucky University with a bachelor’s degree in Political Science and a J.D. from Salmon P. Chase College of Law at Northern Kentucky University. QUALIFICATIONS: The Board selected Mr. McCoy to serve as a director because of his extensive experience in legal and compliance matters, and specifically his experience in corporate governance and disclosure matters for publicly traded companies. The Board believes that Mr. McCoy’s broad understanding of the operational, financial and strategic issues facing large global companies, his leadership and oversight in LP’s compliance matters, his leadership roles for companies producing both commodity and specialty products, and his valuable strategic advice to the Board and management in advancing LP’s interests, make him particularly well-suited to serve as a director of LP.

	JOSE A. BAYARDO						INDEPENDENT DIRECTOR
	President and Chief Operating Officer of NOV Inc. AGE: 53 DIRECTOR SINCE: 2021 – Current Term Expiring 2026 COMMITTEES: » Audit Committee » Governance Committee			BACKGROUND: Mr. Bayardo is the President and Chief Operating Officer of NOV Inc. (NYSE: NOV), a leading global provider of equipment and technology to the energy industry (“NOV”). He joined NOV as Senior Vice President and Chief Financial Officer in August 2015 and was appointed President and Chief Operating Officer in March 2025. Prior to joining NOV, Mr. Bayardo served as Senior Vice President of Resource and Business Development of Continental Resources, Inc. (NYSE: CLR), a petroleum and natural gas exploration and production company, and spent nine years serving in various roles at Complete Production Services, Inc., an oilfield service provider which traded on the NYSE under the ticker symbol CPX prior to its acquisition by Superior Energy Services Inc. in 2012, including Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, he was an investment banker with J.P. Morgan Securities, Inc. Mr. Bayardo graduated from the University of Texas at Austin with a bachelor of science degree in Chemical Engineering, from the McCormick School of Engineering at Northwestern University with a master’s degree in Engineering Management and from Kellogg Graduate School of Management at Northwestern University with an M.B.A. QUALIFICATIONS: The Board selected Mr. Bayardo to serve as a director based on his broad financial expertise and experience as chief financial officer of a large publicly traded company. Mr. Bayardo also has extensive experience with mergers and acquisitions and global manufacturing. The Board believes this experience makes him particularly well-suited to serve as a director of LP.

	F. NICHOLAS GRASBERGER III						INDEPENDENT DIRECTOR
	Chairman and Chief Executive Officer of Enviri Corporation AGE: 61 DIRECTOR SINCE: 2019 – Current Term Expiring 2027 COMMITTEES: » Audit Committee (Chair) » Executive Committee » Governance Committee			BACKGROUND: Mr. Grasberger is Chairman and Chief Executive Officer of Enviri Corporation (NYSE: NVRI), a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector (“Enviri”). He joined Enviri in 2013 as Chief Financial Officer and was appointed President and Chief Executive Officer in 2014. He became Chairman in October 2018. Prior to joining Enviri, Mr. Grasberger served as Managing Director of the Precision Polymers Division of Fenner PLC, which traded on the London Stock Exchange under the ticker symbol FENR prior to its acquisition by Compagnie Générale des Établissements Michelin in 2018. Earlier, he spent four years with Armstrong World Industries, Inc. (NYSE: AWI), first as Senior Vice President and Chief Financial Officer, and later as Executive Vice President of Building Products and Asia Pacific. Mr. Grasberger also held the positions of Vice President and Chief Financial Officer for Kennametal, Inc. (NYSE: KMT), and Corporate Treasurer and Director of Corporate Planning at H. J. Heinz Company, which has since merged into Kraft Heinz Company (NASDAQ: KHC). He started his career with USX Corporation, since renamed United States Steel Corporation (NYSE: X). Mr. Grasberger graduated from the University of Notre Dame with a bachelor’s degree in Business Administration and Finance, and from the University of Pittsburgh’s Katz Graduate School of Business with an M.B.A. QUALIFICATIONS: The Board selected Mr. Grasberger to serve as a director based upon his broad financial expertise and strong leadership experience. The Board believes that Mr. Grasberger’s significant record as a successful chief executive officer and his experience leading publicly traded companies will provide strategic insight to LP and make him particularly well-suited to serve as a director of LP.

	OZEY K. HORTON, JR.						INDEPENDENT DIRECTOR
	Director Emeritus of McKinsey & Company AGE: 74 DIRECTOR SINCE: 2016 – Current Term Expiring 2027 COMMITTEES: » Audit Committee » Governance Committee			BACKGROUND: Mr. Horton has been a Director Emeritus of McKinsey & Company, a global management and consulting firm, since 2011, when he retired after nearly 30 years with the firm. At McKinsey & Company, Mr. Horton worked in various practice areas around the globe, including Pulp, Paper and Packaging, Industrial, Change Management, Global Operations in Energy and Materials, and Basic Materials. Mr. Horton is a faculty member for McKinsey & Company’s leadership development program and also serves as an independent business advisor. Mr. Horton also serves as a director of Worthington Enterprises, Inc. (NYSE: WOR). Mr. Horton graduated from Duke University with a bachelor of science degree in Civil and Environmental Engineering and from Harvard Business School with an M.B.A. QUALIFICATIONS: The Board selected Mr. Horton to serve as a director because of his extensive experience in global operations, strategic planning, merger and acquisition integration and change management. The Board believes that Mr. Horton’s broad understanding of the operational and strategic issues facing large global companies and his experience in both change management and merger and acquisition integration make him particularly well-suited to serve as a director of LP.

	STEPHEN E. MACADAM						INDEPENDENT DIRECTOR
	Retired Chief Executive Officer of EnPro Industries, Inc. AGE: 64 DIRECTOR SINCE: 2019 – Current Term Expiring 2026 COMMITTEES: » Audit Committee » Compensation Committee (Chair) » Executive Committee » Governance Committee			BACKGROUND: Mr. Macadam served as Chief Executive Officer and President of EnPro Industries, Inc. (NYSE: NPO), a manufacturing company (“Enpro”), from April 2008 until his retirement in July 2019. He served on the board of directors of EnPro from 2008 until his retirement effective February 29, 2020, including as Vice Chairman beginning in August 2019. Prior to joining EnPro, he was Chief Executive Officer of BlueLinx Holdings Inc. (NYSE: BXC), a building products wholesaler, from October 2005 to March 2008. Mr. Macadam was President and Chief Executive Officer of Consolidated Container Company, a plastic packaging manufacturer, from 2001 to 2005. From March 1998 until August 2001, he held executive positions with Georgia-Pacific Corporation, which traded on the NYSE under the ticker symbol GP prior to its acquisition by Koch Industries, Inc. in 2005. Mr. Macadam held positions of increasing responsibility with McKinsey & Company, Inc., a global management consulting firm, from 1988 until 1998, culminating in the role of principal in charge of its Charlotte, NC operation. Mr. Macadam has served as a director for Sleep Number Corporation (NASDAQ: SNBR) since November 2023 and has served as chair of its audit committee since October 2024. He has served as the non-executive chairman of Atmus Filtration Technologies (NYSE: ATMU) since May 2023. He previously served as the chair of the board of directors of Veritiv Corporation (NYSE: VRTV) from 2020 to November 2023 and as a director for Valvoline Inc. (NYSE: VVV) from 2016 to January 2023. Mr. Macadam received a bachelor of science degree in Mechanical Engineering from the University of Kentucky, a master of science degree in Finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar. QUALIFICATIONS: The Board selected Mr. Macadam to serve as a director because of his valuable financial expertise and his experience and knowledge in the areas of corporate governance, industrial products manufacturing, building products, product distribution, and procurement. The Board also believes that Mr. Macadam’s extensive experience leading publicly traded companies makes him particularly well-suited to serve as a director of LP.

	General qualities for all directors:			Specific experiences, qualifications and backgrounds to be represented on the Board as a whole:
	» Extensive executive leadership experience			» Financial and/or accounting expertise
	» Excellent business judgment			» Knowledge of international markets
	» High level of integrity and ethics			» Experience serving as chief executive officer, chief operating officer or chief financial officer
	» Original thinking			» Extensive board experience
	» Strong commitment to LP’s goal of maximizing stockholder value			» Diversity of skills, backgrounds and perspectives

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total ($)
Jose A. Bayardo		95,000		140,000		235,000
Tracy A. Embree		95,000		140,000(3)		235,000
Lizanne C. Gottung		110,000		140,000		250,000
F. Nicholas Grasberger III		115,000(2)		140,000(3)		255,000
Ozey K. Horton, Jr.		95,000		140,000		235,000
Stephen E. Macadam		115,000		140,000(3)		255,000
Dustan E. McCoy		122,500		140,000		262,500

	JEAN-MICHEL RIBIÉRAS						INDEPENDENT DIRECTOR
	Chairman and Chief Executive Officer of Sylvamo Corporation AGE: 62 DIRECTOR SINCE: 2025 – Current Term Expiring 2026 COMMITTEES: » Audit Committee » Governance Committee			BACKGROUND: Mr. Ribiéras has been the Chairman and Chief Executive Officer of Sylvamo Corporation (NYSE: SLVM), a global producer of uncoated paper, since October 2021, and a director of Sylvamo Corporation since its formation in March 2021. Mr. Ribiéras served as the President of Sylvamo Corporation from March 2021 until October 2021. Previously, Mr. Ribiéras held various positions of increasing responsibility with International Paper Company (NYSE: IP) in Europe and in the United States, where he accumulated over 26 years of experience. At International Paper Company, he served as Senior Vice President—Industrial Packaging of the Americas from June 2018 until March 2021 and as Senior Vice President—Global Cellulose Fibers from July 2016 through June 2018, and he led the integration of Weyerhaeuser’s cellulose fibers business with International Paper Company’s pulp business. Prior to that, he served with International Paper Company as Senior Vice President and President, Europe, Middle East, Africa and Russia from 2013 until June 2016, and as Vice President and President, Latin America from 2009 until 2013. Earlier in his career, Mr. Ribiéras served with International Paper Company as Vice President of European Papers from 2002 to 2004 and Vice President of International Paper Company’s Pulp and Converting Papers businesses from 2005 to 2009. Mr. Ribiéras has been appointed to the U.S.-Brazil CEO Forum by the U.S. Secretary of Commerce for its 2024-2026 term. Mr. Ribiéras received a bachelor of science degree in Business Management from École Supérieure des Dirigeants d’Entreprise in France and an M.B.A. in Marketing from the Barney School of Business at the University of Hartford. QUALIFICATIONS: The Board selected Mr. Ribiéras based on his extensive management experience and strong executive leadership skills, developed over more than three decades in the paper and packaging industry. Mr. Ribiéras has a proven track record leading complex organizations and multinational business operations. The Board believes this experience makes him particularly well-suited to serve as a director of LP.

	TY R. SILBERHORN						INDEPENDENT DIRECTOR
	Chief Executive Officer and President of Apogee Enterprises, Inc. AGE: 57 DIRECTOR SINCE: 2025 – Current Term Expiring 2027 COMMITTEES: » Compensation Committee » Governance Committee			BACKGROUND: Mr. Silberhorn has served as the Chief Executive Officer and President of Apogee Enterprises, Inc. (NASDAQ: APOG), a leading provider of architectural products and services for enclosing buildings, and glass and acrylic products used for preservation, energy conservation, and enhanced viewing (“Apogee Enterprises”) since January 2021. Prior to joining Apogee Enterprises, Mr. Silberhorn served for over twenty years in various roles at 3M Company (NYSE: MMM), a diversified global manufacturer and technology company (“3M”), most recently as Senior Vice President of 3M’s Transformation, Technology and Services from 2019 to 2020. Between 2001 and 2019, he held several global business unit leadership roles at 3M, serving as Vice President and General Manager for 3M divisions within Safety & Industrial, Transportation & Electronics, and Consumer business groups. Mr. Silberhorn earned a bachelor of science degree from Indiana University’s Kelley School of Business and an M.B.A. from the University of Minnesota, Carlson School of Management. QUALIFICATIONS: The Board selected Mr. Silberhorn because of his significant multi-sector experience as a senior business executive. The Board believes that Mr. Silberhorn’s broad management experience in sales and marketing, strategic planning, product development, mergers and acquisitions, and operational efficiency makes him particularly well-suited to serve as a director of LP.

	W. BRADLEY SOUTHERN
	Chairperson of the Board and Chief Executive Officer of LP AGE: 65 DIRECTOR SINCE: 2017 – Current Term Expiring 2027 COMMITTEE: » Executive Committee (Chair)			BACKGROUND: Mr. Southern has been Chairperson of the Board and Chief Executive Officer of LP since May 2020 and July 2017, respectively. He joined LP in 1999, holding key leadership roles, such as Executive Vice President and Chief Operating Officer, Executive Vice President and General Manager of Oriented Strand Board (“OSB”), Senior Vice President of Siding, and Vice President of Specialty Operations. Additionally, Mr. Southern serves on the boards of the National Association of Manufacturers, the Forest Products Association of Canada, the Nashville Branch of the Federal Reserve Bank of Atlanta, and GMS Inc. (NYSE: GMS). Mr. Southern holds a bachelor of science degree and a master of science degree in Forest Resources from the University of Georgia. QUALIFICATIONS: The Board selected Mr. Southern to serve as a director based upon his appointment as Chief Executive Officer of LP, his performance as an executive at LP and his long history and deep familiarity with LP’s operational matters. The Board also considered Mr. Southern’s expansive knowledge of the Forest Products industry in North and South America, together with his knowledge and experience in strategic planning, finance, accounting, specialty products and plant management. The Board also believes Mr. Southern is an effective liaison between the Board and management.

	Annual Retainer ($)
Non-Employee Director		100,000
Compensation Committee Chair		20,000
Finance and Audit Committee Chair		20,000
Governance and Corporate Responsibility Committee Chair		15,000
Lead Independent Director		30,000

	2024			2023
Audit Fees(1)		$	2,444,500		$	2,564,147
Audit-Related Fees(2)			214,500			18,000
Total Audit and Audit-Related Fees			2,659,000			2,582,147
Tax Fees(3)			75,259			127,217
All Other Fees(4)			1,895			1,895
TOTAL FEES		$	2,736,154		$	2,711,259

						Page
	SECTION I: 2024 BUSINESS AND FINANCIAL HIGHLIGHTS					42
	SECTION II: 2024 COMPENSATION HIGHLIGHTS					44
	SECTION III: RESULTS OF THE 2024 SAY-ON-PAY VOTE					46
	SECTION IV: ELEMENTS AND PHILOSOPHY OF EXECUTIVE COMPENSATION					47
	SECTION V: EXECUTIVE COMPENSATION DECISIONS FOR 2025					52
	SECTION VI: ADDITIONAL POLICIES AND GUIDELINES AFFECTING EXECUTIVE COMPENSATION					53

	WHAT WE DO:			WHAT WE DON’T DO:
	Benchmark target compensation levels of our executive officers against the target median of our compensation peer group			Do not offer excessive perquisites
	Engage an independent compensation consultant who reports directly to the Compensation Committee, and the Governance Committee with respect to director compensation, and does not provide any other services to LP			Do not reset internal incentive targets used to determine performance-based award payouts once established at the beginning of the performance period
	Maintain a high percentage of executive pay as “at risk” compensation			Do not provide guaranteed bonuses or long-term incentive awards
	Align targets for performance-based compensation to stakeholder interests			Do not provide excise tax reimbursement for payments made in connection with a change of control
	Maintain meaningful share ownership requirements for executive officers and directors			Do not engage in short-term, hedging or speculative transactions involving LP Common Stock
	Manage and assess risk in compensation programs annually			Do not buy and sell options (“put” or “call”)
	Mitigate undue risk by having a NYSE−compliant clawback policy and a general recoupment policy with respect to all performance-based compensation			Do not enter into forward sales contracts, prepaid variable forwards, equity swaps, collars or exchange funds
	Periodically, and at least annually, seek stockholder feedback on our executive compensation			Do not grant discounted stock options

Named Executive Officer	Annual Base Salary ($)(1)		Annual Incentive Target Value ($)		Long-Term Incentive Award Value ($)(2)		2024 Total Target Compensation ($)
W. Bradley Southern		1,175,000		1,410,000		5,415,000		8,000,000
Alan J.M. Haughie		668,926		535,141		1,325,000		2,529,068
Jason P. Ringblom		566,489		424,867		1,100,000		2,091,335
Jimmy E. Mason		566,475		424,856		1,100,000		2,091,331
Nicole C. Daniel		525,226		367,658		750,023		1,642,907

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	» Boise Cascade Company			» Simpson Manufacturing Co., Inc.
	» Fortune Brands Innovations, Inc.			» Trex Company, Inc.
	» Gibraltar Industries, Inc.			» Universal Forest Products, Inc.

Named Executive Officer	2024 Base Salary ($)		2023 Base Salary ($)		% Increase
W. Bradley Southern		1,175,000		1,150,000	2.2%
Alan J.M. Haughie		668,926		643,198	4.0%
Jason P. Ringblom		566,489		544,701	4.0%
Jimmy E. Mason		566,475		455,000	24.5%
Nicole C. Daniel		525,226		505,024	4.0%


Corporate Financial	Adjusted EBITDA (35%)	70%
	Economic Profit (35%)
Business Unit Financial	OSB Economic Profit (10%)	30%
	Siding Economic Profit (10%)
	South America Economic Profit (10%)
Weightings for the performance goals for LP’s Executive Vice President, General Manager, Siding; and Executive Vice President, General Manager, OSB, for 2024 were established as follows:

Corporate Financial	Adjusted EBITDA (20%)	40%
	Economic Profit (20%)
Business Unit Financial	Adjusted EBITDA (30%)	60%
	Economic Profit (30%)

	Target Annual Incentive Payout				Actual 2024 Attainment of Corporate Financial Goals(1)		Actual 2024 Attainment of Business Unit Financial Goals(1)		Actual Annual Incentive Payout
Named Executive Officer	% of Base Salary		Amount ($)		% of Target		% of Target		Amount ($)
W. Bradley Southern		120%		1,410,000		200%		172%		2,702,146
Alan J.M. Haughie		80%		535,141		200%		172%		1,025,553
Jason P. Ringblom		75%		424,867		200%		200%		849,732
Jimmy E. Mason		75%		424,856		200%		200%		849,713
Nicole C. Daniel		70%		367,658		200%		172%		704,586

Named Executive Officer	Performance Stock Units (PSUs) ($)(1)		Restricted Stock Units (RSUs) ($)		Total Long Term Incentive Award Value ($)
W. Bradley Southern		3,249,000		2,166,000		5,415,000
Alan J.M. Haughie		662,500		662,500		1,325,000
Jason P. Ringblom		550,000		550,000		1,100,000
Jimmy E. Mason		550,000		550,000		1,100,000
Nicole C. Daniel		375,012		375,012		750,023

			Cumulative Company Adjusted EBITDA
Year Granted	Performance Period	Goal	Weighting	Actual Results ($M)			Threshold Performance Level ($M)			Target Performance Level ($M)			Maximum Performance Level ($M)			% of Target Award Attained
2022	3 years	Cumulative Company Adjusted EBITDA improvement	100%		$	2,557		$	2,846		$	3,056		$	3,266	0.0%

Name	2025 Base Salary ($)		2024 Base Salary ($)		% Increase
W. Bradley Southern		1,200,000		1,175,000	2.1%
Alan J.M. Haughie		699,697		668,926	4.6%
Jason P. Ringblom		600,478		566,489	6.0%
Jimmy E. Mason		600,464		566,475	6.0%
Nicole C. Daniel		551,487		525,226	5.0%

Tier	Base Salary Multiple
Chief Executive Officer		5
Executive Vice President		3
Senior Vice President		2

Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)		Total ($)
W. Bradley Southern Chairperson and Chief Executive Officer		2024		1,216,346		5,553,195		2,702,146		—		127,232		9,598,919
		2023		1,146,154		7,577,416		1,753,737		—		193,286		10,670,593
		2022		1,121,154		4,681,023		2,650,188		4,318		225,630		8,682,313
Alan J.M. Haughie Executive Vice President, Chief Financial Officer		2024		690,696		1,353,179		1,025,553		—		52,314		3,121,742
		2023		643,198		1,766,754		613,044		—		70,367		3,093,363
		2022		636,724		1,059,361		946,998		—		91,394		2,734,477
Jason P. Ringblom Executive Vice President, General Manager, Siding		2024		584,925		1,123,394		849,732		—		71,915		2,629,967
		2023		540,714		1,582,775		364,200		—		73,630		2,561,319
		2022		513,542		852,656		658,657		1,842		98,839		2,125,535
Jimmy E. Mason Executive Vice President, General Manager, OSB		2024		571,113		1,123,394		849,713		—		62,895		2,607,114

Nicole C. Daniel Senior Vice President, General Counsel and Corporate Secretary		2024		542,319		765,974		704,586		—		64,447		2,077,325
		2023		497,961		803,866		385,079		—		67,976		1,754,883
		2022		452,692		517,634		540,772		—		85,833		1,596,931

	W. Bradley Southern			Alan J.M. Haughie			Jason P. Ringblom			Jimmy E. Mason			Nicole C. Daniel
Financial and Tax Planning Services Allowance(a)		$	23,355		$	—		$	23,355		$	23,355		$	23,355
Life Insurance Premiums(b)			9,840			2,952			5,360			4,477			2,952
Employer Contributions to Defined Contribution Plans(c)			93,177			49,054			41,236			35,063			38,025
Special Recognition Award Gift			860			308			1,964			—			115
TOTAL		$	127,232		$	52,314		$	71,915		$	62,895		$	64,447

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)					Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4) ($)
W. Bradley Southern		2/8/2024		705,000		1,410,000		2,820,000
		2/8/2024								23,503		47,005		94,010						3,387,195
		2/8/2024														31,337				2,166,000
Alan J.M. Haughie		2/8/2024		267,571		535,141		1,070,282
		2/8/2024								4,792		9,585		19,170						690,679
		2/8/2024														9,585				662,500
Jason P. Ringblom		2/8/2024		212,433		424,867		849,733
		2/8/2024								3,979		7,957		15,914						573,394
		2/8/2024														7,957				550,000
Jimmy E. Mason		2/8/2024		212,428		424,856		849,713
		2/8/2024								3,979		7,957		15,914						573,394
		2/8/2024														7,957				550,000
Nicole C. Daniel		2/8/2024		183,829		367,658		735,316
		2/8/2024								2,713		5,426		10,851						390,963
		2/8/2024														5,426				375,012

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested(1) (#)		Market Value of Shares or Units of Stock That Have Not Vested(2) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)
W. Bradley Southern		59,767		6,188,827		67,757		7,016,284
W. Bradley Southern
Alan J.M. Haughie		18,419		1,907,281		13,338		1,381,125
Alan J.M. Haughie
Jason P. Ringblom		15,874		1,643,790		11,461		1,186,807
Jason P. Ringblom
Jimmy E. Mason		12,629		1,307,783		7,769		804,457
Jimmy E. Mason
Nicole C. Daniel		9,629		997,049		6,802		704,349
Nicole C. Daniel