DEF 14A 1 brhc10022572_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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VERSO CORPORATION

(Name of Registrant as Specified in its Charter)

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Verso Corporation

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243

www.versoco.com

NOTICE OF

2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2021

To Our Stockholders:

The 2021 Annual Meeting of Stockholders of Verso Corporation will be held via the Internet at www.virtualshareholdermeeting.com/VRS2021, on May 6, 2021, beginning at 10:00 a.m. (Eastern Time). We are holding the Annual Meeting as a virtual meeting by audio webcast, because of the coronavirus (COVID-19) pandemic and the resulting protocols that federal, state and local governments are currently recommending or imposing, and to protect the health of the meeting participants and the broader community. Instructions on how to connect to the Annual Meeting and participate via the Internet on the day of the meeting will be available at www.virtualshareholdermeeting.com/VRS2021. To participate in the meeting, you will need to enter the 16-digit control number found on your proxy card or voting instruction form. If you do not enter a 16-digit control number, you may attend the Annual Meeting as a guest, but you will not be able to participate by asking questions or voting live at the meeting. You will not be able to attend the Annual Meeting in person.

At the meeting, our stockholders will vote on proposals to:

elect the following five persons — Dr. Robert K. Beckler, Marvin Cooper, Jeffrey E. Kirt, Randy J. Nebel, and Nancy M. Taylor — to serve as directors of Verso until our 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

approve, on an advisory basis, the compensation of Verso’s named executive officers as disclosed in our Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and

ratify the appointment of Deloitte & Touche LLP to serve as Verso’s independent registered public accounting firm for the year ending December 31, 2021.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3.

Stockholders also will transact any other business that properly comes before the meeting.

The holders of Verso’s Class A common stock of record at the close of business on March 22, 2021, the record date for the meeting, are entitled to receive notice of the meeting and to vote the shares of common stock that they held on the record date at the meeting and any postponement or adjournment thereof. A list of the stockholders as of the record date will be available for inspection by any stockholder at Verso’s offices located at 8540 Gander Creek Drive, Miamisburg, Ohio, during ordinary business hours beginning on April 26, 2021, and during the Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/VRS2021.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE YOUR SHARES BY PROXY OR LIVE AT THE ANNUAL MEETING. WE URGE YOU TO VOTE BY PROXY EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.

	By order of the Board of Directors,

	St. John Daugherty
	Secretary
March 30, 2021

VERSO CORPORATION
TABLE OF CONTENTS

		Page

INFORMATION ABOUT THE MEETING		3

PROPOSALS SUBMITTED FOR STOCKHOLDER APPROVAL		7

	Proposal 1 — Election of Directors	7

	Proposal 2 — Advisory Vote on Compensation of Named Executive Officers	8

	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	8

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		9

DELINQUENT SECTION 16(A) REPORTS		11

DIRECTORS AND EXECUTIVE OFFICERS		11

	Executive Officers	11

	Directors	12

	Other Matters Concerning Executive Officers and Directors	14

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		15

	Board of Directors Structure	15

	Leadership Structure	15

	Director Independence	15

	Committees of the Board of Directors	15

	Nomination and Evaluation of Director Candidates	18

	Director Attendance at Board of Directors and Committee Meetings	19

	Director Attendance at Stockholders Meetings	19

	Communications with Directors	19

	Annual Board Self-Assessment	19

	Corporate Governance General	20

	Stock Ownership Guidelines for Non-Employee Directors	21

	Policy Relating to Related-Person Transactions	21

	Transactions with Related Persons	21

	Board of Directors’ Oversight Role in Enterprise Risk Management	22

	Anti-Hedging Policy	23

AUDIT COMMITTEE REPORT		23

AUDIT AND NON-AUDIT SERVICES AND FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24

COMPENSATION DISCUSSION AND ANALYSIS		25

	Executive Summary	26

	Executive Compensation Philosophy and Objectives	27

	Compensation Determination Process	27

TABLE OF CONTENTS

(continued)

		Page

	Current Executive Compensation Program Elements	29

COMPENSATION COMMITTEE REPORT		37

EXECUTIVE COMPENSATION TABLES		38

	Summary Compensation Table — 2018-2020	38

	Agreements with Named Executive Officers	41

	Grants of Plan-Based Awards During Fiscal Year 2020	44

	Option Exercises and Stock Vested During Fiscal Year 2020	47

	Retirement Benefits	48

	Non-Qualified Deferred Compensation Table — Fiscal 2020	49

	Potential Payments upon Termination of Employment or Change in Control	50

CEO PAY RATIO DISCLOSURE		55

EQUITY COMPENSATION PLAN INFORMATION		56

DIRECTOR COMPENSATION		56

	Elements of Director Compensation	56

	2020 Director Compensation	57

	Directors Deferred Compensation Plan	58

ADDITIONAL INFORMATION		58

	Mailing Address of Principal Executive Office	58

	Stockholder Proposals for Inclusion in 2022 Proxy Statement	58

	Other Stockholder Proposals for Presentation at 2022 Annual Meeting of Stockholders	58

Name of Beneficial Owner	Shares of Class A Common Stock Beneficially Owned		Percentage of Outstanding Shares of Class A Common Stock Beneficially Owned⁽¹⁾
Directors and Named Executive Officers:
Randy J. Nebel		24,846		*
Adam St. John⁽²⁾		124,210		*
Michael A. Weinhold⁽²⁾		105,449		*
Allen J. Campbell		149,355		*
Aaron D. Haas		6,265		*
Matthew Archambeau		38,980		*
Terrance M. Dyer		2,653		*
Kenneth D. Sawyer⁽²⁾		60,599		*
Sean T. Erwin		8,410		*
Jeffrey E. Kirt		28,410		*
Dr. Robert K. Beckler		8,410		*
Marvin Cooper		8,410		*
Nancy M. Taylor		9,846		*
All current Directors and Executive Officers as a group (10 persons)⁽³⁾		285,585		*
Dimensional Fund Advisors LP⁽⁴⁾		2,754,786		8.4	%
Lapetus Capital II LLC⁽⁵⁾		2,679,246		8.2	%
Hoak Public Equities, L.P.⁽⁶⁾		2,246,194		6.8	%
BlackRock, Inc.⁽⁷⁾		2,225,793		6.8	%
The Vanguard Group Inc.⁽⁸⁾		1,977,398		6.0	%

Name⁽¹⁾	Age	Position
Randy J. Nebel	65	President, Chief Executive Officer and Director
Allen J. Campbell⁽²⁾	63	Senior Vice President and Chief Financial Officer
Aaron D. Haas	49	Senior Vice President of Sales and Marketing
Matthew Archambeau	48	Senior Vice President of Manufacturing and Energy
Terrance M. Dyer	54	Senior Vice President of Human Resources and Communications
Jeffrey E. Kirt	48	Director and Vice Chairman of the Board
Dr. Robert K. Beckler	59	Director
Marvin Cooper	77	Director
Nancy M. Taylor	61	Director

Director	Independent	Audit Committee	Compensation Committee		Corporate Governance and Nominating Committee
Sean T. Erwin⁽¹⁾	*	*		*
Jeffrey E. Kirt	*	*				*⁽²⁾
Dr. Robert K. Beckler	*			*⁽²⁾
Marvin Cooper	*			*		*
Randy J. Nebel
Nancy M. Taylor	*	*⁽²⁾				*

SEC Form DEF 14A filed by Verso Corporation