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 12
Number of Independent Directors 10
Separate Chair & CEO No
Strong Lead Independent Director Yes
Annual Director Elections Yes
Number of Board Meetings Held in 2018 4
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 2018 7

Compensation Committee

Independent Compensation Committee Yes
Number of Compensation Committee meetings held in 2018 4

Corporate Governance and Nominating Committee

Independent Corporate Governance and Nominating Committee Yes
Number of Corporate Governance and Nominating Committee meetings held in 2018 4

Finance Committee

Independent Finance Committee 5/7
Number of Finance Committee Meetings held in 2018 4
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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 $250k 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, Resource

Darin Ball was elected Vice President Resource 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.

Michael J. Covey, Chairman and Chief Executive Officer

Michael Covey has served as Chief Executive Officer since 2006 and Chairman of the Board since 2007. Mr. Covey served as President and Chief Executive Officer from 2006 to 2013. 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 Operating Officer

Eric Cremers is President and Chief Operating Officer of PotlatchDeltic. Mr. Cremers was appointed to the Board of Directors in March, 2013. Mr. Cremers served as Executive Vice President and Chief Financial Officer from 2012 to 2013, and Vice President, Finance and Chief Financial Officer from 2007 to 2012. 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.

Lorrie D. Scott, Vice President, General Counsel and Corporate Secretary

Lorrie Scott was elected Vice President, General Counsel and Corporate Secretary in July 2010. Prior to joining PotlatchDeltic, she held a variety of positions at Weyerhaeuser Company including Senior Vice President and General Counsel for Weyerhaeuser Realty Investors.

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.

Board of Directors

Linda M. Breard

Linda M. Breard has been director since October 2015. Ms. Breard has been a CFO consultant with Impinj, a publicly traded company technology company since March 2018. Ms. Breard has served as director of Insight Enterprise a publicly traded global technology company since February 2017. Ms. Breard served as Executive Vice President and Chief Financial Officer of Kaiser Permanente Washington, a registered health maintenance organization from February 2017 to July 2017. Previously, Ms. Breard served as Executive Vice President and Chief Financial Officer of Group Health Cooperative from February 2016 until it was acquired by Kaiser Permanente in February 2017. Prior to that, Ms. Breard, a CPA, served as Chief Financial Officer of Quantum Corp., a publicly traded data storage company. Ms. Breard joined Quantum in 2006 when Quantum acquired Advanced Digital Information Corp., where she was Vice President of Global Accounting and Finance. 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. Since February 2018, Ms. Breard has served on the Board of Directors of Insight Enterprise a publicly traded global technology company.

Chair of the Audit Committee

Member of the Executive Compensation and Personnel Policies Committee

Michael J. Covey, Chairman and Chief Executive Officer

Michael Covey has served as Chief Executive Officer since 2006 and Chairman of the Board since 2007. Mr. Covey served as President and Chief Executive Officer from 2006 to 2013. 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

Member of the Finance Committee

Eric J. Cremers, President and Chief Operating Officer

Elected 2013

Eric Cremers is President and Chief Operating Officer of the Company. Mr. Cremers was appointed to the Board of Directors in March, 2013. Mr. Cremers served as Executive Vice President and Chief Financial Officer from 2012 to 2013, and Vice President, Finance and Chief Financial Officer from 2007 to 2012. 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.

Member of the Finance Committee

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. 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, and as Chairman of Clearwater Management Company, a registered investment adviser since June, 2016.

Chair of the Nominating and Corporate Governance Committee

Member of the Finance 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

Member of the Finance Committee

The Very Reverend Dr. Christoph Keller, III

Christoph Keller, III has been a director since February 20, 2018, the date of the Deltic merger. Reverend Keller had been a director of Deltic since December 1996, and as a result, is intimately familiar with Deltic’s history and operations since its spin-off from Murphy Oil. Rev. Keller has been an Episcopal priest since 1982 has served as a Dean and Rector of Trinity Episcopal Cathedral in Little Rock, Arkansas from January 2014 to present. He was the founding pastor of St. Margaret’s Episcopal Church in Little Rock, Arkansas, serving from 1991 to 1998. In that role, he was in charge of all business operations of the church including budgeting, accounting and auditing. He is a past member of the Board of Trustees of General Theological Seminary in New York City, and from 2002 to 2004 he served as a board member of the Episcopal Church Building Fund, in Chicago. Rev. Keller has served as manager of Keller Enterprises, L.L.C., a firm with farming operations and real estate and venture capital investments (1998-2008), has served on its board and currently serves on its Executive Compensation Committee. Rev. Keller also served on the board of Murphy USA Inc., a publicly traded company operating retail gas stations, from August 2013 until his retirement on February 8, 2018.

Member of the Executive Compensation and Personnel Policies Committee

Member of the Nominating and Corporate Governance Committee

D. Mark Leland

D. Mark Leland has been a director since February 20, 2018, the date of the 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 served on the board of directors of the general partner of Rice Midstream Partners, a publicly traded energy company from December 2014 until Rice Midstream Partners was acquired by EQM Midstream Partners in July 2018. Mr. Leland served on 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 midstream Company in November 2018, and Mr. Leland 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 June 2013 to March 2015. Mr. Leland served as Executive Vice President of El Paso Corporation, a natural gas and energy company formerly traded on NYSE until it was acquired by Kinder Morgan, Inc. in May 2012, and President of El Paso’s midstream business unit from October 2009 to May 2012, and as Director of El Paso Pipeline Partners, L.P. from its formation in 2007 to May 2012.

Mr. Leland also previously served as Executive Vice President and Chief Financial Officer of El Paso Corporation from August 2005 to October 2009. He served as Executive Vice President of El Paso Exploration & Production Company from January 2004 to August 2005, and as Chief Financial Officer from April 2004 to August 2005. Mr. Leland served as Senior Vice President and Chief Operating Officer of the general partner of GulfTerra Energy Partners, L.P. from January 2003 to December 2003, and as Senior Vice President and Controller from July 2000 to January 2003.

Member of the Audit Committee

Member of the Executive Compensation and Personnel Policies Committee

John S. Moody, Lead Director

John S. Moody has been a director since September 2006 and has served as Lead Director and Vice Chair of our Board since 2009. Since 2010, Mr. Moody has served as President of Parkside Capital, LLC in Houston, which is the general partner and manager of Parkside Capital Land Fund, LTD, a Texas real estate private equity firm. Mr. Moody is also a director and Chairman of the Board of Four Corners Property Trust, Inc., a publicly traded REIT that owns and leases restaurant properties. He has also served as a director of Huron Consulting Group, a publicly held integrated strategic services provider since 2005, and Hines Global REIT, Inc., a commercial real estate REIT since 2009. From 2007 through 2009, he served as President of Proterra Management LLC in Houston, which is the general partner and manager of Proterra Realty Fund, LTD, a Texas real estate private equity firm.

Member of the Executive Compensation and Personnel Policies Committee

Member of the Nominating and Corporate Governance Committee

Lead Director

Lawrence S. Peiros

Lawrence S. Peiros has been a director since February 2003. Mr. Peiros served as Executive Vice President and Chief Operating Officer of The Clorox Company, a publicly traded household consumer products company, from 2011 until his retirement on April 1, 2013. Previously, he served as Executive Vice President and Chief Operating Officer for North America from 2007 to 2011, and as Group Vice President of The Clorox Company, a position he held from February 1999 to 2007. Mr. Peiros has served as a director of Ross Stores, Inc., a publicly traded clothing retailer since 2013. Mr. Peiros served as a director of Annie's, Inc., a natural food company formerly traded on NYSE, from 2013 until it was acquired by General Mills, Inc. in October 2014.

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 merger with Deltic . 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 JP Morgan Chase, Mr. Pierson has been engaged since 1981 in private investments, including timberlands, commercial real estate development, and securities.

Member of the Finance Committee

Member of the Nominating and Corporate Governance Committee

Gregory L. Quesnel

Gregory L. Quesnel has been a director since September 2000. Mr. Quesnel retired in 2004 from CNF, Inc., a supply chain logistics management company formerly traded on NYSE until it was acquired by XPO Logistics Inc. in October 2015. Mr. Quesnel served as President, Chief Executive Officer and a director of CNF, Inc. from 1998 to 2004, and as Executive Vice President and Chief Financial Officer from 1994 to 1998, and Senior Vice President and Chief Financial Officer from 1991 to 1994. He has served as a director of Synnex Corporation, a publicly traded business process services company, since 2005 and as a director for Ross Stores, Inc., a publicly traded clothing retailer, since 2009.

Member of the Audit Committee

Member of the Executive Compensation and Personnel Policies Committee

Chair of the Finance 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 June 2007 to October 2009. She currently serves on the Investment Advisory Committee of the Employee Retirement System of Texas 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 also holds a Master of Business Administration from Harvard University. Ms. Sullivan has served on the board of HFF, Inc., a publicly traded real estate financial services company from 2007 to the present, RREEF America II REIT, a non-publicly traded REIT from July 2015 to the present and RREEF’s Core Plus Industrial Fund from June2017 to the present. Ms. Sullivan served on the board of Parkway Properties, Inc., a formerly public traded REIT from July 2003 until August 2011.

Member of the Finance Committee

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

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

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Committee Composition