The Board of Directors of PotlatchDeltic Corporation (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Board of Directors

Size of Board 9
Number of Independent Directors 7
Separate Chair & CEO Yes
Strong Lead Independent Director Yes
Number of Board Meetings Held in 2020 7
Annual Board and Committee Evaluation Yes
Mandatory Retirement Age for Directors  72
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Board Committees

Audit Committee

Independent Audit Committee  Yes
Number of financial experts on audit committee 1
Number of audit committee meetings held in 2020 8

Compensation Committee

Independent Compensation Committee Yes
Number of Compensation Committee meetings held in 2020 6

Corporate Governance and Nominating Committee

Independent Corporate Governance and Nominating Committee Yes
Number of Corporate Governance and Nominating Committee meetings held in 2020 6

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Governance Policies and Practices

Corporate Governance Guidelines approved by the Board Yes
Independent Directors hold meetings without management present Yes
Proxy Access No
Supermajority voting provisions Yes
Poison pill No
Stock ownership guidelines for CEO 5 x base salary
Stock ownership guidelines for other Officers 2 x base salary
Stock ownership guidelines for Directors $325k by 5th anniversary
Hedging and pledging by Executive Officers and Directors prohibited Yes
Clawback Policy Yes
Robust Enterprise Risk management (ERM) Program Yes
Robust Corporate Compliance and Ethics Program Yes
Code of Ethics Yes

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Executive Management

Darin R. Ball, Vice President, Timberlands

Darin Ball was elected Vice President of Timberlands in 2017. Prior to his current role, he was the Idaho Unit Resource Manager from 2012-2017. He also served in various management level positions at the PotlatchDeltic including Director of Budgeting and Business Development for resource from 2007 through 2012. Before joining PotlatchDeltic in 2003, Mr. Ball worked for Willamette Industries and for Weyerhaeuser Company in a variety of roles in accounting, finance and operations.

Eric J. Cremers, President and Chief Executive Officer

Eric J. Cremers is President and Chief Executive Officer of the Company. Mr. Cremers was appointed to the Board of Directors in March 2013. Mr. Cremers served as President and Chief Operating Officer from March 2013 through December 2020, Chief Financial Officer from March 2013 through August 2013, and Executive Vice President and Chief Financial Officer from February 2012 to March 2013. Mr. Cremers was previously senior vice president of corporate strategy and business development for Albertsons, Inc. and prior to that, managing director, investment banking for Piper Jaffray.

William R. DeReu, Vice President, Real Estate

William DeReu was elected Vice President of Real Estate division in 2006. Prior to joining PotlatchDeltic, Mr. DeReu served as the Director of national land asset management services at Plum Creek Timber Company, where he held a variety of land asset management positions between 1997 and 2006.

Jerald W. Richards, Vice President and Chief Financial Officer

Jerry Richards was elected Vice President and Chief Financial Officer of the PotlatchDeltic in September, 2013. Prior to joining the Company, Mr. Richards held a variety of positions at Weyerhaeuser Company, including, Chief Accounting Officer from 2010 to 2013. Prior to joining Weyerhaeuser, Mr. Richards served in various audit positions with KPMG LLP where he worked with a number of forest products companies including PotlatchDeltic.

Robert L. Schwartz, Vice President, Human Resources

Robert Schwartz was elected Vice President of Human Resources in 2014. Previously, Mr. Schwartz served as Director, human resources from 2009 to 2013. Before joining PotlatchDeltic Mr. Schwartz was human resources business partner for Chevron; human resources manager for UNOCAL; regional human resources manager for RR Donnelly; and human resources generalist for Toshiba.

Thomas J. Temple, Vice President, Wood Products

Thomas Temple joined PotlatchDeltic as a Vice President in 2008 and was elected Vice President of Wood Products in 2009. Prior to joining PotlatchDeltic, he held numerous senior operating, sales and resource management positions during his 27 year career in the forest products industry.

Anna E. Torma, Vice President, Public Affairs

Anna Torma was elected Vice President Public Affairs in 2019 and previously served as PotlatchDeltic’s Director of Public Affairs. Prior to joining PotlatchDeltic in 2018, Ms. Torma worked for Forestar Group as Senior Vice President Corporate Affairs and spent over 15 years as a sell-side equity research analyst covering paper and forest products.

Michele L. Tyler, Vice President, General Counsel and Corporate Secretary

Michele Tyler was elected Vice President, General Counsel and Corporate Secretary in August 2019. Prior to joining PotlatchDeltic, she was the Senior Vice President, Chief Legal Officer and Corporate Secretary for Vectrus, Inc., a government services contractor. Ms. Tyler was previously a Director with the law firm, Fennemore Craig, P.C.

Board of Directors

Linda M. Breard

Linda M. Breard has been a director since October 2015. Ms. Breard had been a consultant with Impinj, a publicly traded technology company, from March 2018 through December 2020. She served as CFO Consultant/Interim CFO of Impinj until a new CFO was hired, effective February 17, 2020, after which she transitioned to a new role as Strategic Consultant to the CEO, where she had continued responsibility for human resources, IT and facilities and worldwide operations through the end of 2020. From February to July 2017, Ms. Breard served as Executive Vice President and Chief Financial Officer of Kaiser Permanente Washington, which provides health insurance and medical care. Previously, Ms. Breard served as Executive Vice President and Chief Financial Officer of Group Health Cooperative, a health maintenance organization, from February 2016 until it was acquired by Kaiser Permanente in February 2017. Prior to that, Ms. Breard, a certified public accountant, served as Chief Financial Officer of Quantum Corporation, a publicly traded data storage company, from 2011 to 2016. Ms. Breard joined Quantum in 2006 when Quantum acquired Advanced Digital Information Corporation, a publicly traded data storage company, where she held a Vice President role. Ms. Breard also served as Senior Vice President of Finance, IT and Facilities at Quantum from 2009 to 2016, and as Senior Vice President of Human Resources and Corporate Communications from 2012 to 2016. Ms. Breard has served as a director of Insight Enterprises, Inc., a publicly traded Fortune 500 global technology company since February 2018, where she serves on the audit and compensation committees.

Chair of the Audit Committee

Member of the Executive Compensation and Personnel Policies Committee

Michael J. Covey, Executive Chairperson

Michael J. Covey has been a director since February 2006. Mr. Covey also served as our Chief Executive Officer from February 2006 through December 2020 and as President and Chief Executive Officer from February 2006 to March 2013. Mr. Covey has also been Chairperson of the Board since January 2007, and continued as Executive Chairperson of the Board since January 2021. Before joining PotlatchDeltic, Mr. Covey was executive vice president at Plum Creek Timber Company Inc., where he worked for 23 years.

Chairman of the Board

Eric J. Cremers, President and Chief Executive Officer

Elected 2013

Eric J. Cremers is President and Chief Executive Officer of the Company. Mr. Cremers was appointed to the Board of Directors in March 2013. Mr. Cremers served as President and Chief Operating Officer from March 2013 through December 2020, Chief Financial Officer from March 2013 through August 2013, and Executive Vice President and Chief Financial Officer from February 2012 to March 2013. Mr. Cremers was previously senior vice president of corporate strategy and business development for Albertsons, Inc. and prior to that, managing director, investment banking for Piper Jaffray.

William L. Driscoll

William L. Driscoll has been a director since January 2004. He is currently a partner with Lincoln Park Partners, a private commercial real estate and management company and serves as President of the Tacoma Venture Fund, LLC, a seed stage venture fund focused on the Pacific Northwest. Mr. Driscoll was a partner with Pointe Group Management Company, a private commercial real estate and management company from 2007 until it was sold to Colliers International in 2015. Mr. Driscoll has served on the board of Topia Technology, a data security company, since 2013 and as Chairman of Clearwater Management Company, a registered investment adviser, since June 2016.

Chair of the Nominating and Corporate Governance Committee

Charles P. Grenier

Charles P. Grenier has been a director since May 2013. Mr. Grenier retired in 2000 from Plum Creek Timber Company, Inc., a REIT formerly traded on NYSE until it was acquired by Weyerhaeuser Company in February 2016. Mr. Grenier served as Executive Vice President of Plum Creek from 1994 to 2000, as a director from 1995 to 2000, as Vice President, Rocky Mountain Region from 1989 to 1994, and Vice President of Manufacturing from 1986 to 1989. He served as a director of the IX Ranch Company, a large, privately held cattle ranch in Big Sandy, Montana from 2002 to 2011, as a director of Winter Sports, Inc., dba The Big Mountain Resort, formerly a publicly traded company, from 1998 to 2005, and from 2003 to 2009 as a director and member of the audit committee of Semitool, Inc., a manufacturer of tools for the production of electronic chips, formerly traded on Nasdaq until it was acquired by Applied Materials, Inc. in 2010.

Member of the Audit Committee

Independent Lead Director

D. Mark Leland

D. Mark Leland has been a director since February 20, 2018, the date of the merger of Deltic Timber Corporation (“Deltic”) with our wholly owned subsidiary (“Deltic Merger”). Mr. Leland had been a director of Deltic since June 2016 and served as Deltic’s Interim President and Chief Executive Officer from October 10, 2016 through March 8, 2017. Mr. Leland has served on the board of directors of Equitrans Midstream Corporation, a natural gas company since January 2020. Mr. Leland served on the board of directors of the general partner of Rice Midstream Partners, a publicly traded energy company from December 2014 until it was acquired by EQM Midstream Partners in July 2018. Mr. Leland served on the board of directors of Kayne Anderson Acquisition Corp., a publicly traded blank check company from March 2017 until it was merged into Altus Midstream Company, a publicly traded Permian-to-Gulf Coast midstream company in November 2018, and he has served on the Board of Altus Midstream since the merger. Mr. Leland served on the board of directors of the general partner of Oiltanking Partners, L.P. a publicly traded tank storage company from June 2012 until its merger with Enterprise Products in February 2015 and on the board of directors of KiOR, Inc., a publicly traded renewable fuels company from 2013 to 2015. Mr. Leland served as Executive Vice President and Chief Financial Officer of El Paso Corporation, a natural gas and energy company formerly traded on NYSE from 2005 to 2009, as President of El Paso’s midstream business unit from 2009 to 2012, and as Director of El Paso Pipeline Partners, L.P. from its formation in 2007 to 2012. Mr. Leland also previously served as Executive Vice President and Chief Financial Officer of El Paso Corporation from 2005 to 2009. He served as Executive Vice President and Chief Financial Officer of El Paso Exploration & Production Company from 2004 to 2005. Mr. Leland served as Senior Vice President and Chief Operating Officer of the general partner of GulfTerra Energy Partners, L.P. for 2003, and as Senior Vice President and Controller from 2000 to 2003.

Member of the Audit Committee

Member of the Executive Compensation and Personnel Policies Committee

Lawrence S. Peiros

Lawrence S. Peiros has been a director since February 2003. From 1981 until 2013, Mr. Peiros was employed by The Clorox Company, a publicly traded global consumer packaged goods company. He served as Executive Vice President and Chief Operating Officer of Clorox from 2007 until his retirement in 2013. Previously, he served as Group Vice President of Clorox, a position he held from 1999 to 2007. Mr. Peiros served as a director of Annie’s, Inc., a publicly traded natural food company from 2013 until it was acquired by General Mills in 2014. He also served as a director of Ross Stores, Inc., a publicly traded clothing retailer, from 2013 to 2019. In 2018, he was appointed as a director of Once Upon A Farm, an organic, fresh food start-up.

Chair of the Executive Compensation and Personnel Policies Committee

Member of the Nominating and Corporate Governance Committee

R. Hunter Pierson, Jr.

R. Hunter Pierson, Jr. has been a director since February 20, 2018, the date of the Deltic Merger. Mr. Pierson had been a member of the Deltic board of directors since December 1999 and, as a result, is intimately familiar with Deltic’s history and operations since its spin-off from Murphy Oil Corporation. Following ten years as a commercial lending officer serving large private and public companies at First National Bank of Commerce, which is now JPMorgan Chase, Mr. Pierson has been engaged since 1981 in private investments, including timberlands, commercial real estate development, and securities. Mr. Pierson has served on the Board of Tulane University since September 2009.

Member of the Nominating and Corporate Governance Committee

Lenore M. Sullivan

Lenore M. Sullivan has been a director since February 20, 2018, the date of the Deltic Merger. Ms. Sullivan had been director of Deltic since June 2015. Ms. Sullivan is a retired partner from Perella Weinberg Partners where she served as portfolio manager for the firm’s Agility Real Return Asset Fund from 2007 to 2009. She served on the Investment Advisory Committee of the Employee Retirement System of Texas from 2010 to 2019 and previously served as the Associate Director for the Real Estate and Finance and Investment Center at the University of Texas at Austin from 2002 to 2007. From 2000 to 2002, she was Vice President of Hunt Private Equity Group, Inc. and from 1992 to 2000 she was President and co-owner of Stonegate Advisors, a private equity firm. From 1995 to 1996, Ms. Sullivan was Chief Financial Officer of Canizaro Interests and from 1990 to 1992 she was a Vice President, Treasurer and acting Chief Financial Officer of Wyndham Hotel Group. Ms. Sullivan holds a Master of Business Administration from Harvard University. Ms. Sullivan served on the board of HFF, Inc., a publicly traded real estate financial services company from 2007 until it was acquired by Jones Lang LaSalle Incorporated in June 2019. She has served on the boards of RREEF America II REIT, a privately held REIT since 2015 to the present and RREEF’s Core Plus Industrial Fund since 2017. Ms. Sullivan served on the board of Parkway Properties, Inc., a formerly publicly traded REIT from 2003 until 2011.

Member of the Audit Committee

Contact Our Board

You can contact PotlatchDeltic Corporation's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address.

Corporate Secretary
PotlatchDeltic Corporation
601 West First Ave. Suite 1600
Spokane, WA 99201
United States

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Committee Composition