PotlatchDeltic’s Board of Directors sets high standards for the Company’s employees, officers, and Directors. Implicit in this philosophy is the importance of sound corporate governance for shareholders, the Board of Directors, management, employees, and public trust.

The Board of Directors oversees and provides policy guidance on corporate performance, the integrity of financial controls, and the effectiveness of legal compliance programs. The Board oversees the strategic and business planning process, which includes environmental, social, and governance matters, enterprise risk assessment and management, and the management and succession plans for key executives. The Board operates through three committees: Audit Committee, Executive Compensation and Personnel Policies Committee, and Nominating and Corporate Governance Committee. The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively.

Our Director Independence Policy requires that the Board be comprised of a majority of independent Directors. Currently, seven of the nine Directors are independent, including a strong Lead Independent Director. The Lead Director contributes to the independence of the Board and has responsibilities that include consulting with the Chairperson in the development of meeting agendas, chairing meetings of the Board in the absence of the Chairperson, managing communication between the independent Directors and shareholders, and conducting the annual self-evaluation of the Board. During 2021, the Board of Directors held four meetings, with all Directors attending 100 percent of all meetings of the Board and Committees on which each Director served.

The Board is composed of individuals who are highly qualified and dedicated with diverse backgrounds, skills, professional experience, perspectives, age, and gender. Our Director Nomination Policy requires that Board members be selected for their character, judgment, diversity of experience, business acumen, and their ability to act on behalf of all stockholders. Directors must be committed to enhancing shareholder value, have sufficient time to effectively carry out duties, limit the number of public boards on which they serve, and be able to provide insights and practical wisdom based on their experience and expertise. The Board is committed to actively seeking out diverse candidates, including women and individuals from minority groups, to include in the pool from which new director nominees are selected.

The Corporate Governance Guidelines and Corporate Conduct and Ethics Code, combined with the current Certificate of Incorporation, Bylaws, and Board Committee Charters establish our principal framework for governance, are referenced in the Governance section of our 2022 Proxy Statement, and may be accessed in the Investor Relations/Corporate Governance section of our website at www.potlatchdeltic.com.