UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Louisiana-Pacific Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

March 26, 2019

Dear Stockholder:

On behalf of LP’s Board of Directors, thank you for your investment and continued confidence in LP. I cordially invite you to attend the Annual Meeting of Stockholders of Louisiana-Pacific Corporation. The meeting will be held on May 10, 2019, at 7:30 a.m., local time, at LP’s Corporate Headquarters, 414 Union Street, Suite 2000, Nashville, Tennessee.

At this year’s meeting, you will be asked to vote on (1) the election of three directors, (2) the ratification of the selection of LP’s independent auditor for 2019, (3) the approval, on an advisory basis, of named executive officer compensation and (4) the approval of the 2019 Employee Stock Purchase Plan. Your Board of Directors unanimously recommends a vote for each of the directors and for Items 2, 3 and 4. Action may also be taken on any other matters that are properly presented at 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 you received by mail or in the proxy statement.

On behalf of our Board of Directors, I thank you for your continued confidence and support of the work we do every day.

Sincerely,

W. Bradley Southern

Director & Chief Executive Officer

LP is a trademark of Louisiana-Pacific Corporation.

LOUISIANA-PACIFIC CORPORATION

414 Union Street, Suite 2000

Nashville, Tennessee 37219

(615) 986-5600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 10, 2019

The 2019 Annual Meeting of Stockholders of Louisiana-Pacific Corporation (“LP”) will be held at LP’s Corporate Headquarters, 414 Union Street, Suite 2000, Nashville, Tennessee 37219, on Friday, May 10, 2019, at 7:30 a.m. local time, to consider and vote upon the following matters:

Only stockholders of record at the close of business on March 11, 2019, are entitled to notice of and to vote at the meeting.

In accordance with the General Corporation Law of the State of Delaware, a complete list of the holders of record of LP’s Common Stock entitled to vote at the meeting will be open to examination, during ordinary business hours, at LP’s headquarters located at 414 Union Street, Suite 2000, Nashville, Tennessee 37219, for the ten days preceding the meeting, by any LP stockholder for any purpose related to the meeting.

Admission to the meeting will be by ticket. The notice you received in the mail regarding the meeting will serve as your admission ticket. If you are a stockholder whose shares are held through an intermediary such as a bank or broker and you wish to attend the meeting, you may also obtain an admission ticket by presenting proof of share ownership, such as a bank or brokerage account statement, at the meeting entrance.

Nashville, Tennessee

March 26, 2019

Whether or not you expect to attend the meeting, please vote as soon as possible according to the instructions in the notice you received by mail or, if you requested a paper copy of the proxy statement, on your enclosed proxy card. If you attend the meeting, you may withdraw your proxy and vote in person.

TABLE OF CONTENTS

On written request, LP will provide, without charge, a copy of its Annual Report on Form 10-K for 2018 filed with the Securities and Exchange Commission (including the financial statements and a list briefly describing the exhibits thereto) to any record holder or beneficial owner of LP’s Common Stock on March 11, 2019, the record date for the 2019 Annual Meeting, or to any person who subsequently becomes such a record holder or beneficial owner. The report will be available for mailing in late March 2019. Requests should be mailed via first class U.S. postage to: Corporate Affairs, Louisiana-Pacific Corporation, 414 Union Street, Suite 2000, Nashville, Tennessee 37219.

PROXY STATEMENT

Louisiana-Pacific Corporation, a Delaware corporation (“LP”), is soliciting proxies on behalf of its Board of Directors to be voted at the 2019 Annual Meeting of Stockholders (including any postponement or adjournment of the meeting). This proxy statement and the accompanying proxy card are first being distributed to stockholders beginning on March 26, 2019.

PROXY EXECUTIVE SUMMARY

The 2019 Annual Meeting of Stockholders of LP will be held at LP’s Corporate Headquarters, 414 Union Street, Suite 2000, Nashville, Tennessee, 37219 on Friday, May 10, 2019, at 7:30 a.m. local time. At the time this proxy statement was printed, management knew of only the following four items of business to be presented at the annual meeting, as listed in the Notice of Annual Meeting of Stockholders.

Item 1—Election of Directors Embree, Gottung and McCoy

The LP Board recommends a vote “FOR” the election of each of the three nominees, Ms. Embree, Ms. Gottung and Mr. McCoy, all of whom are current members of the Board. Ms. Embree is an independent director and serves as a member of the Finance and Audit Committee and Environmental, Quality and Compliance Committee. Ms. Gottung is an independent director and serves as a member of the Compensation Committee and Environmental, Quality and Compliance Committee. Mr. McCoy is an independent director and serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee.

Item 2—Ratification of the selection of Independent Auditor Deloitte & Touche LLP for 2019

The LP Board recommends a vote “FOR” the selection of Deloitte & Touche LLP as LP’s outside independent auditor to audit its consolidated financial statements for 2019. The Board has determined it to be sound corporate governance practice to submit the appointment for ratification by LP’s stockholders even though it is not required.

Item 3—Approval, on an advisory basis, of named executive officer compensation

The LP Board recommends a vote “FOR” the approval of 2018 named executive officer compensation. We provide our stockholders an opportunity to cast an advisory vote on the compensation of our named executive officers, although that vote is non-binding. We believe that our executive compensation programs must attract, retain and motivate our management team to lead our company to sustainable financial performance that furthers the long-term interests of LP and its stockholders. Stockholders approved the 2017 named executive officer compensation at the 2018 Annual Stockholders meeting by a favorable vote of 92 percent of the votes cast.

Item 4—Approval of the 2019 Employee Stock Purchase Plan

The LP Board recommends a vote “FOR” the approval of the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP enables eligible employees of LP and certain of its subsidiaries and/or parents to use payroll deductions to purchase shares of Common Stock and thereby enhance the sense of ownership of the Company. Our Board of Directors believes that providing eligible employees with the opportunity to acquire an ownership interest in the Company has been, and will continue to be, essential to LP’s ability to attract and retain the highest quality and highest performing employees. Our Board also believes that the ownership of shares of Common Stock by our employees motivates our employees to contribute to the achievement of our corporate objectives and our success.

VOTING PROCEDURE

As allowed by rules and regulations of the Securities and Exchange Commission (the “SEC”), we are providing access to this proxy statement by Internet. You will not receive a paper copy of this proxy statement by

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mail unless you request it. Instead, you were sent a notice (the “Notice”) providing instructions on how to view this proxy statement and vote your proxy by Internet.

If you requested a paper copy of this proxy statement, a proxy card is enclosed for your use. To vote by mail, please sign, date, and return the proxy card promptly. For your convenience, a return envelope is enclosed, which requires no postage if mailed in the United States. You may indicate your voting instructions on the proxy card in the spaces provided. Properly completed proxies will be voted as instructed. If you return a proxy without indicating voting instructions, your shares will be voted in accordance with the recommendations of the Board of Directors for the directors nominated in Item 1 and for Item 2, Item 3 and Item 4 listed in the Notice of Annual Meeting of Stockholders.

If you vote your proxy prior to the meeting, you may revoke it (1) by filing either a written notice of revocation or a properly signed proxy bearing a later date with the Secretary of LP at any time before the meeting, (2) by voting in person at the annual meeting, or (3) by following the instructions in the Notice.

If shares are held for your account in the Automatic Dividend Reinvestment Plan administered by Computershare Trust Company, N.A., all your shares held in the plan will be voted in the same manner as shares you vote by proxy. If you do not vote by proxy, the shares held for your account in the plan will not be voted.

Only stockholders of record at the close of business on March 11, 2019, are entitled to receive notice of the annual meeting and to vote at the meeting. At the record date, there were 123,435,389 shares of common stock, $1 par value (“Common Stock”), outstanding. Each share of Common Stock is entitled to one vote on each matter to be acted upon. A majority of the outstanding shares of Common Stock represented at the meeting will constitute a quorum. Additional information concerning holders of outstanding Common Stock may be found under the heading “Holders of Common Stock” below.

The Board of Directors has adopted a confidential voting policy which provides that the voting instructions of stockholders are not to be disclosed to LP except (a) in the case of communications intended for management, (b) in the event of certain contested matters or (c) as required by law. Votes will be tabulated by independent tabulators and summaries of the tabulation will be provided to management.

Banks and brokers acting as nominees for beneficial owners are not permitted to vote proxies with regard to Items 1, 3 and 4 on behalf of beneficial owners who have not provided voting instructions to the nominee (a “broker non-vote”), making it especially important that, if you hold your shares in “street name,” you send your broker your voting instructions.

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ITEM 1—ELECTION OF DIRECTORS

Summary of Qualification of Directors

The Board believes that all directors must possess a considerable amount of education and business management experience. The Board also believes that it is necessary for each of the Company’s directors to possess certain general qualities, while there are other skills and experiences that should be represented on the Board as a whole, but not necessarily by each individual director.

General qualities for all directors:

Specific experiences, qualifications and backgrounds to be represented on the Board as a whole:

The process used by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Corporate Governance—Director Nomination Process”.

Election of Class I Directors

The Board consists of eight members and is divided into three classes, each having three year terms that expire in successive years.

Nominees

There are three nominees listed below for the Class I director positions to be voted on at the annual meeting. The term of office for the positions to be voted on will expire at the Annual Meeting of Stockholders in 2022.

The Board of Directors has determined that Ms. Embree, Ms. Gottung and Mr. McCoy have no material relationships with LP (either directly or as a partner, stockholder, officer or director of an organization that has a relationship with LP) other than his/her service as a director of LP, and is independent under the listing standards adopted by the New York Stock Exchange (the “NYSE”) and under the company’s Bylaws. The continuing members the Board of Directors unanimously recommend a vote for each nominee.

Tracy A. Embree, age 45, became a director of LP in 2016. Ms. Embree has worked at Cummins, Inc., a leader in the design, manufacture, distribution and service of diesel and alternative fuel engines and related technologies, since 2000 and is currently President of Cummins Components Group. Prior to her current role, Ms. Embree was President of Cummins Turbo Technologies. Since she joined Cummins, she has served in a variety of roles with increasing responsibility, including marketing and sales, manufacturing, and leadership, and she has been a corporate Vice President of Cummins since 2011. Ms. Embree graduated from Massachusetts

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Institute of Technology with a Bachelor of Science in Chemical Engineering and holds an MBA from Harvard Business School. She is a board member of the Cummins Foundation. The Board selected Ms. Embree to serve as a director based upon a number of considerations, including her experience in formulating corporate strategy, implementing new market strategies, sales, and operations for a global business. The Board believes that her leadership experience in these areas make her particularly well-suited to serve as a director of LP. Ms. Embree serves on the Finance and Audit Committee and the Environmental, Quality and Compliance Committee.

Lizanne C. Gottung, age 62, became a director of LP in 2006. Ms. Gottung retired from Kimberly-Clark Corporation in 2017 as EVP-Senior Adviser to the CEO/Chairman of Kimberly-Clark Corporation. Prior to that appointment, Ms. Gottung served as Senior Vice President and Chief Human Resources Officer of Kimberly-Clark Corporation from 2002. She held a variety of human resources, manufacturing and operational roles of increasing responsibility with Kimberly-Clark Corporation over the past 25 years. The Board selected Ms. Gottung to serve as a director based upon a number of considerations, including her experience in labor relations and human resources in a large publicly held corporation. The Board believes that her 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 make her particularly well-suited to serve as a director of LP. Ms. Gottung serves as Chair of the Environmental, Quality and Compliance Committee and as a member on the Compensation Committee.

Dustan E. McCoy, age 69, became a director of LP in 2002. Mr. McCoy was Chairman and Chief Executive Officer and director of Brunswick Corporation, a market leader in the marine, fitness and billiards industries, until his retirement on February 29, 2016. He held those positions since December 2005. He joined Brunswick Corporation in September 1999 and 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. In 1999, he was Executive Vice President of Witco Corporation, and prior to that served as Witco’s Senior Vice President, General Counsel and Corporate Secretary. Mr. McCoy is also a director of Freeport-McMoRan Inc. and YETI Holdings, Inc. 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. Mr. McCoy serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee.

Your shares represented by a properly completed and returned proxy card will be voted FOR the election of the three nominees named above unless you specify otherwise (Item 1 on the proxy card). If any nominee becomes unavailable to serve (which is not anticipated), your proxy will be voted for a substitute nominee designated by the Board of Directors. Each nominee who receives the affirmative vote of a majority of the total votes cast on his or her election will be elected, meaning that the number of shares voted for a director’s election exceeds the number of votes cast against that director’s election. Shares not voted on the election of a nominee, whether because of an abstention, the record holder fails to return a proxy, or a broker non-vote occurs, will not count in determining the total number of votes cast on his or her election.

Continuing Directors

The current members of the Board of Directors whose terms of office will continue beyond the 2019 annual meeting are listed below. The Board of Directors has determined that each continuing director named below, other than Mr. Southern, has no material relationship with LP, either directly, or as a partner, stockholder, officer

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or director of an organization that has a relationship with LP, and is independent under the NYSE’s listing standards and LP’s Bylaws.

Kurt M. Landgraf, age 72, became a director of LP in 2005. Mr. Landgraf is President of Washington College, a private, independent liberal arts college located in Chestertown, Maryland. Previously, he was President and Chief Executive Officer of Educational Testing Service, a non-profit organization that provides testing for education institutions, businesses and governments, from August 2000 until his retirement on December 31, 2013. Prior to that, he was Executive Vice President and Chief Operating Officer of E.I. DuPont de Nemours and Company, where he had previously held a number of senior leadership positions, including Chief Financial Officer. Mr. Landgraf is also a director of Corning, Inc. Mr. Landgraf was previously a director of IKON Office Solutions, Inc. until it merged with Ricoh Company Ltd. on October 31, 2008. He has chaired the National Pharmaceutical Council, United Way of Delaware, the Delaware Association for Rights of Citizens with Mental Retardation and the Delaware CarePlan. He recently completed a term as President of the National Consortium for Graduate Degrees for Minorities in Engineering and Sciences, Inc. Mr. Landgraf was selected to serve as a director because he possesses valuable financial expertise and operations skills and experience, represented by his positions as the Chief Financial Officer and Chief Operating Officer of DuPont. His knowledge and skills also provide the Company significant experience with capital markets transactions and investment in both public and private companies. The Board also considered his prior experience with global industrial and technology-dependent businesses, which provides the Company with informed judgment and a unique history for risk assessment that makes him particularly well-suited to serve as a director of LP. Mr. Landgraf serves as the Chair of the Finance and Audit Committee and as a member of the Executive Committee and Compensation Committee.

E. Gary Cook, age 74, became a director of LP in 2000 and was appointed Chairman of the Board of Directors on November 1, 2004. Mr. Cook was Chairman, President and Chief Executive Officer of Witco Corporation from 1996 until his retirement in 1999. Until 1996, he was President, Chief Operating Officer, and a director of Albemarle Corporation. Prior to the spin-off of Albemarle from Ethyl Corporation, he served as President of the Chemicals Group, Senior Vice President and director of Ethyl. Mr. Cook was a long-time employee and officer of the DuPont Company. Mr. Cook was selected to serve as a director because of his leadership abilities and broad experience in specialty and commodity products. The Board also believes that Mr. Cook’s significant expertise in finance, capital markets and mergers and acquisitions, as well as his significant leadership capabilities in developing and maintaining a strong, diverse and independent Board with committees that work effectively to protect the integrity of the corporation as well as stockholder interests, make him particularly well-suited to serve as a director of LP. Mr. Cook serves as the non-Executive Chairman, the Chair of the Executive Committee and Nominating and Corporate Governance Committee, and as a member of the Compensation Committee.

Mr. Macadam, age 58, became a director in February 2019. He has served as Chief Executive Officer and President of EnPro Industries, Inc. a manufacturing company, since April 2008. Mr. Macadam has announced his retirement from EnPro Industries effective July 29, 2019 as CEO and President. He will serve as Vice Chairman until the end of February 2020 at which time he intends to resign from the board of EnPro. Prior to joining EnPro Industries, Inc., he was Chief Executive Officer of BlueLinx Inc., a building products wholesaler from October 2005 to March 2008. Mr. Macadam was President and Chief Executive Officer of Consolidated Container Company from 2001 to 2005. From March 1998 until August 2001 he held executive positions with Georgia-Pacific Corp. Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc. from 1988 until 1998, culminating in the role of principal in charge of McKinsey’s Charlotte, NC operation. Mr. Macadam received a B.S. in mechanical engineering from the University of Kentucky, an M.S. in finance

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from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar. Mr. Macadam servers on the board of directors for Valvoline since 2016 and EnPro Industries since 2008. He previously served as a director for Axiall Corporation from 2009 to 2014. Mr. Macadam was selected 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 make him particularly well-suited to serve as a director of LP. Mr. Macadam serves as a member of the Finance and Audit Committee and the Environmental, Quality and Compliance Committee.

Ozey K. Horton, Jr., age 68, became a director of LP in September 2016. Mr. Horton has been a Director Emeritus of McKinsey & Co., a business consulting organization, since 2011 when he retired after nearly 30 years with the firm. At McKinsey, Mr. Horton had 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’s leadership development program and also serves as an independent business advisor. Mr. Horton also serves as a director of Worthington Industries, Rubicon Ltd. and Metso Corporation. Mr. Horton has announced his intention to resign from the Metso Board in April 2019. 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, his experience in change management and merger and acquisition integration make him particularly well-suited to serve as a director of LP. Mr. Horton serves as a member of the Nominating and Corporate Governance Committee and the Finance and Audit Committee.

W. Bradley Southern, age 59, became a director of LP in 2017. Mr. Southern has been Chief Executive Officer of LP since July 1, 2017. Mr. Southern served as Executive Vice President and Chief Operating Officer from November 1, 2016 to June 30, 2017. Prior to that, Mr. Southern served as Executive Vice President and General Manager of OSB in 2015 and Senior Vice President of Siding in 2012. Mr. Southern started with LP in 1999 and held multiple positions with increasing responsibilities before being named Vice President of Specialty Operations in 2004. Mr. Southern has a B.S. and a master’s degree in Forest Resources, both from the University of Georgia. Mr. Southern is a director of Astec Industries, Inc. The Board selected Mr. Southern as a director based upon a number of considerations, including his appointment as CEO 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. Mr. Southern serves on the Executive Committee and the Environmental, Quality and Compliance Committee.

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CORPORATE GOVERNANCE

Board Composition

Principles of Corporate Governance

Strong corporate leadership of the highest ethics and integrity has long been a major focus of LP’s Board of Directors and management. The key tenets of LP’s corporate governance principles include the following:

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Current copies of LP’s Corporate Governance Principles, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers are available on LP’s website at www.lpcorp.com by clicking on “About Us,” then “Investor Relations,” then “Corporate Governance.” Any amendments to either code will also be posted at www.lpcorp.com. Copies of any of these documents may also be obtained free of charge by writing to Corporate Affairs, Louisiana-Pacific Corporation, 414 Union Street, Suite 2000, Nashville, Tennessee 37219.

The Board Leadership Structure

The members of the Board have a diverse set of skills and experiences and all of the members, except our CEO, are independent. The Board maintains a separate Chairman position to enhance the Board’s independence and effectiveness. The Board has full access to the experience and insight of the CEO, as he is a member of the Board.

The Chairman’s duties include: preparing agendas for Board meetings in consultation with other directors and management; chairing meetings of the Board and executive sessions of the independent directors; chairing meetings of the Executive Committee; leading the independent directors in periodic reviews of the performance of the CEO; keeping directors informed by timely distribution of information; serving as liaison between independent directors and the CEO; and recommending independent outside advisors who report directly to the Board on material issues.

Oversight of Risk

The directors are elected representatives of the stockholders and act as fiduciaries on their behalf. In performing its general oversight function, the Board reviews and assesses LP’s strategic and business planning as well as management’s approach to addressing significant risks. All committees report directly to the Board regularly, and all committee minutes are distributed for review by the entire Board. Additionally, the Board and committees are authorized to retain independent advisers, including attorneys or other consultants, to assist in their oversight activities.

As set out in LP’s Corporate Governance Principles, it is the responsibility of the CEO, and of executive management under the CEO’s direction, to operate the business of LP on a day-to-day basis in a competent and

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ethical manner to produce value for the stockholders, and to regularly inform the Board of the status of LP’s business operations. Management’s responsibilities include strategic planning, preparation of annual operating plans and budgets, risk management and financial reporting. The Board fulfills its oversight responsibilities as set out in the Corporate Governance Principles on behalf of the stockholders and in furtherance of LP’s long-term health. The Board’s role does not involve managing the daily complexities of business transactions. The current leadership structure provides directors with significant information related to risks faced by LP, as well as an opportunity to synthesize, discuss and consider these risks independent of management and to provide guidance to management.

As part of its oversight responsibilities, the Board and its committees are involved in the oversight of risk management of LP. It does so in part through its review of findings and recommendations by LP’s Risk Management Council, the participants of which are executives and/or functional department leaders in the areas of Risk Management, Finance, Internal Audit, Legal and Compliance, Information Technology (including cyber-security), Environmental, and Product Quality, all of whom supervise day-to-day risk management throughout LP. The purpose of the Risk Management Council is to help the CEO assess the effectiveness of LP’s identification and handling of risks. The Board or its committees have direct access to financial and compliance leaders on a quarterly basis or more frequently if requested. Further, the Board is provided a comprehensive report as to the Council’s risk mapping efforts, as well as management’s efforts to mitigate and transfer risk.

The Board committees consider the risks within their areas of responsibilities under each of their charters. The Finance and Audit Committee considers operational risks, cyber-security risks, and financial risk on a quarterly basis and reviews various guidelines for cash, credit and liquidity measures. It also reviews risks related to financial disclosures and reporting and reviews the audit risk assessment identifying internal controls and risks that affect the audit plan for the coming year. The Nominating and Corporate Governance Committee reviews the various regulatory changes and trends related to corporate governance, including Board member selection and maintaining appropriate corporate governance principles and guidelines, as well as overseeing annual evaluations to assess Board and committee effectiveness. The Environmental Quality and Compliance Committee reviews quarterly compliance reports from Quality, Internal Audit, Legal Compliance and Environmental, and considers the various allegations made through the anonymous hotline, reviews training statistics, and annually reviews the entire ethics program and any waivers of the program. The Compensation Committee reviews LP’s overall compensation programs and their effectiveness at linking executive pay to long-term performance, as well as aligning the interests of management with stockholders. Each director is informed of the oversight activities of each committee through regular reports by the Committee Chairs to the entire Board as well as reviewing the minutes of each committee meeting.

BOARD AND COMMITTEE MEETINGS

During 2018, each director attended at least 75% of the total number of meetings of the Board and meetings held by all committees of the Board on which he or she served during his or her tenure on the Board or such committees. The Board of Directors held seven meetings in 2018. While LP does not have a policy regarding attendance by directors at the annual meeting of stockholders, in 2018, all directors serving on the Board at that time attended the annual meeting of stockholders.

The Board’s committees and membership on each committee as of March 11, 2019 are set forth in the table below. Each committee shown below other than the Executive Committee has a written charter delineating its membership, duties and functions. Copies of the charters are available on LP’s website as described above under “Principles of Corporate Governance” and may also be obtained by writing to the address listed above.

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X = Committee member; C = Chairman

Finance and Audit Committee

The Finance and Audit Committee is responsible for assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company, including the Company’s compliance with legal and regulatory reporting requirements, and such other duties as directed by the Board of Directors. The committee has sole authority for the appointment, compensation and oversight of the Company’s independent auditors, including the approval of any significant non-audit relationship.

The Board of Directors has determined that each member of the Audit Committee is independent within the meaning of the listing requirements of the NYSE. The Board of Directors has determined that Mr. Landgraf and Mr. Macadam are audit committee financial experts (as such term is defined under applicable rules of the SEC).

The Finance and Audit Committee is responsible for oversight of Company risks related to accounting matters, financial reporting and legal and regulatory compliance. To satisfy these oversight responsibilities, the committee separately meets regularly with the Company’s Chief Financial Officer, Director of Internal Audit, Deloitte & Touche LLP and other members of management, as needed. The committee also receives regular reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, the status of material litigation, significant accounting events, accounting changes that could affect the Company’s financial statements and proposed audit adjustments. Additionally, because of the importance of the integrity of our information technology systems to our financial reporting, the committee also reviews the Company’s information technology platform and processes as well as strategies to prevent, detect and mitigate any cybersecurity threat.

Compensation Committee

The Compensation Committee is responsible for assisting the Board of Directors in fulfilling its responsibility for oversight relating to the compensation of the executive officers of LP. The committee reviews and approves the strategy and design of the Company’s compensation and benefits plans. The committee also makes recommendations to the Board of Directors for incentive compensation and equity-based compensation plans. The committee specifically reviews and makes recommendations regarding the compensation of the Company’s chief executive officer and reviews and approves salaries and incentive compensation of other executive officers. The committee administers the Company’s equity and cash incentive compensation plans. Additionally, the committee selects and regularly reviews the peer group used for benchmarking compensation for executive officers.

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The committee is responsible for oversight of risks relating to employment policies and the Company’s compensation and benefits systems and annually reviewing these policies and practices to determine whether they are reasonably likely to have a material adverse effect on the Company.

To assist it in satisfying these oversight responsibilities, the committee has retained an independent compensation consultant and meets regularly with management to understand the financial, human resources and shareholder implications of compensation decisions being made. The committee chair also regularly meets between formal committee meetings with management and the committee’s independent consultant.

The board of directors has determined that each member of the Compensation Committee is independent within the meaning of the listing requirements of the NYSE.

Environmental, Quality and Compliance Committee

The Environmental, Quality and Compliance Committee is responsible for reviewing the effectiveness of LP’s environmental management systems and ethics and compliance programs, product quality management systems, other legal compliance programs, and non-financial compliance audit work performed by LP’s internal audit group. The committee receives quarterly written reports directly from functional leaders responsible for compliance, including LP’s Senior Vice President of Manufacturing Services, the Director of Internal Audit and the Director of Compliance. Additionally, these leaders report in person annually to the committee on a rotating basis and are generally available for other committee meetings, as needed. The Director of Compliance is a regular participant in committee meetings. The committee conducts an annual self-evaluation of its performance and satisfaction of its responsibilities under its charter and reports its findings to the Board.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is authorized to establish procedures for selecting and evaluating potential nominees for director and to recommend to the Board of Directors qualifications for membership on the Board, including standards of independence for outside directors. The committee also considers and makes recommendations to the Board regarding the size and diversity of the Board of Directors and Board committees, the selection of candidates for director, and the compensation of directors, including annual retainers, meeting fees, deferred compensation, stock and option grants, and pension or retirement plans. It develops and recommends for consideration by the Board principles, guidelines, and procedures for other matters of corporate governance that may arise. The committee is made up of independent Directors. The committee periodically reviews LP’s Code of Business Conduct and Ethics, which covers directors, officers and employees and addresses conflicts of interest, reporting of illegal or unethical behavior and related issues, and makes any recommendations to the Board for changes as it deems appropriate. It also oversees annual evaluations of the effectiveness of the Board of Directors, the operations of Board committees (including itself), and the contributions of individual directors.

Compensation for outside directors is described below under “Directors’ Compensation.” The committee may request advice from FW Cook, its independent compensation consultant, regarding the types and amount of compensation provided to LP’s outside directors.

CONSIDERATION OF DIRECTOR NOMINEES

LP’s corporate governance principles approved by the Nominating Committee and adopted by the Board provide that directors must be persons of integrity, with significant accomplishments and recognized business stature, who will bring a diversity of perspectives to the Board. Although the Board has not adopted a specific policy with regard to considering diversity in identifying director nominees, it believes that appropriate expertise, gender, cultural and geographical diversity should be reflected on the Board. Directors must also be able to commit the necessary time to prepare for and attend all regularly scheduled meetings of the Board and committees on which they serve, except when there are unavoidable business or personal conflicts. The Nominating Committee uses the results of annual evaluations of the Board and Board committees in evaluating the skills and attributes desired in new director candidates. The Nominating Committee believes it to be desirable for all new outside directors (as is true of all current outside directors) to qualify as independent under the NYSE’s listing standards. Experience in some capacity with publicly traded companies is also a desirable attribute. Additionally, the corporate governance

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principles recognize that LP’s CEO will normally be a director and that other senior officers may be elected to the Board in appropriate circumstances as long as a majority of directors are independent as determined by the Board of Directors in accordance with the NYSE’s listing standards. The Nominating Committee is authorized by its charter to retain a third-party search firm to assist in identifying director candidates.

As part of its annual self-assessment process, the Board and its committees determine the specific skill sets and necessary characteristics for an effective committee and the Board as a whole. If the Board, generally through the Nominating Committee, determines that a necessary skill set or perspective is absent, the Board will authorize an increase in the number of Board members. In the event of a vacancy resulting from retirement or this annual self-assessment process, the Nominating Committee determines which skills should be sought in filling the vacancy and then each current director is asked to suggest names of potential director candidates based on the applicable criteria. As part of the process, the Nominating Committee considers a potential candidate’s ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. Once the potential candidates are identified, the Nominating Committee designates one or more directors to screen each potential candidate for further consideration based on the relevant criteria. Following that screening process, the Nominating Committee (or a subcommittee) conducts in-person or telephone interviews with candidates warranting further consideration. Following those interviews, the Nominating Committee recommends a candidate to the full Board for election, as well as alternative candidates whom the Board may wish to consider. The Nominating Committee will consider stockholders’ recommendations concerning nominees for director. Any such recommendation, including the name and qualifications of a nominee, may be submitted to LP at its corporate offices: Louisiana-Pacific Corporation, 414 Union Street, Suite 2000, Nashville, Tennessee 37219, to the attention of the Chairman of the Nominating Committee. Stockholder-recommended candidates will be evaluated using the same criteria described above.

STOCKHOLDER NOMINATIONS FOR ELECTION AS DIRECTOR

LP’s Bylaws provide that nominations for election to the Board of Directors may be made by the Board or by any stockholder of record entitled to vote for the election of directors. Notice of a stockholder’s intent to make such a nomination must be given in writing, by personal delivery or certified mail, postage prepaid, to the Chairman of the Nominating Committee, and must include the following:

The notice must be delivered at least 45 days prior to the first anniversary of the initial mailing date of LP’s proxy materials for the preceding year’s annual meeting. For the 2020 annual meeting, this notice must be received by LP no later than February 7, 2020.

COMMUNICATIONS BETWEEN THE BOARD AND STOCKHOLDERS, EMPLOYEES OR OTHER INTERESTED PARTIES

LP will promptly forward to the Chairman of the Board any letter or other written communication sent to the Board or any individual director or group of directors, as long as the communication is delivered by certified mail or courier service addressed to LP’s Corporate Secretary at its corporate offices: Louisiana-Pacific Corporation, 414 Union Street, Suite 2000, Nashville, Tennessee 37219, and contains the name and address of the sender. If the communication is addressed to an individual director, it will first be sent to that individual for a determination as to whether it relates to a personal matter rather than an LP or an LP Board matter. The Chairman of the Board, in his or her sole discretion, will determine how to handle each communication, including forwarding it for consideration by the full Board, the non-management directors or independent directors only, a Board committee, or an individual director.

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ITEM 2—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

The Finance and Audit Committee has appointed Deloitte & Touche LLP as LP’s outside independent auditor to, among other services, audit its consolidated financial statements for 2019. Although LP is not required to seek stockholder approval of this appointment, the Board has determined it to be sound corporate governance practice to submit the appointment for ratification by LP’s stockholders. If the appointment is not ratified by stockholders, the Audit Committee will investigate the possible basis for the negative vote and will reconsider the appointment in light of the results of its investigation.

Representatives of Deloitte & Touche LLP are expected to attend the annual meeting where they will be available to respond to questions and, if they desire, may make a statement.

Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Finance and Audit Committee has pre-approved all audit services provided by LP’s independent auditor, Deloitte & Touche LLP, for the years ended December 31, 2018 and 2017. The committee also pre-approved all audit-related and permissible non-audit services provided by Deloitte & Touche LLP during 2018 and 2017 and concluded that the provision of those services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

The Finance and Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditor. Under the policy, pre-approval is generally provided for up to one year. Each pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the committee may pre-approve particular services on a case-by-case basis. For each proposed service, the independent auditor must provide a statement that such service is consistent with the SEC’s rules on auditor independence. The committee may delegate pre-approval authority to one or more of its members. Such a member must report any decisions to the committee at its next scheduled meeting. Unless specified otherwise by the committee, the Chairman of the Finance and Audit Committee has been delegated pre-approval authority under the pre-approval policy.

The aggregate fees, including expenses, billed to LP for the years ended December 31, 2018 and 2017 by LP’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, were as follows:

Audit Fees.  Includes fees for audit services involving the audit of LP’s consolidated financial statements, review of interim quarterly statements, the audit of LP’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, any other procedures required to be performed by LP’s independent auditor in order to render its opinion on LP’s consolidated financial statements, and services in connection with statutory audits and financial audits for certain of LP’s subsidiaries.

Audit-Related Fees.  Includes any fees for assurance and related services that are traditionally performed by the independent auditor and are not reported as audit fees. These audit-related services may include due diligence services pertaining to potential business acquisitions or dispositions, due diligence procedures related to debt or equity offerings, accounting consultations related to accounting, financial reporting, or disclosure matters not classified as audit services, assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities not classified as audit services, financial audits of employee

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benefit plans, and assistance with internal control reporting requirements. Audit-related fees for 2018 and 2017 primarily included fees for audits of employee benefit plans in Canada and services related to environmental agreed upon procedures.

Tax Fees.  Includes any fees for tax services, including tax compliance and planning services. Tax fees for 2018 and 2017 primarily include fees for consultation on value added tax and other tax returns in various non-US tax jurisdiction.

All Other Fees.  Amounts represent fees for a license to use a financial accounting technical research database.

The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as LP’s independent auditor for 2019 (Item 2 on the proxy card).

FINANCE AND AUDIT COMMITTEE REPORT

In discharging its responsibilities, the Audit Committee and its individual members have met with management and LP’s independent auditor, Deloitte & Touche LLP, to review LP’s accounting functions and the audit process and to review and discuss LP’s audited consolidated financial statements for the year ended December 31, 2018. The Audit Committee discussed and reviewed with its outside auditing firm all matters that the firm was required to communicate and discuss with the Audit Committee under applicable auditing standards and all other legal, regulatory and corporate governance standards, including those described in Auditing Standard 1301, as amended, regarding communications with audit committees. Deloitte & Touche LLP has also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning independence. The Audit Committee discussed with Deloitte & Touche LLP the firm’s independence.

Based on its review and discussions with management and LP’s outside auditor, the Audit Committee recommended to the Board of Directors that LP’s audited consolidated financial statements for the year ended December 31, 2018, be included in LP’s Annual Report on Form 10-K filed with the SEC.

Respectfully submitted,

Kurt M. Landgraf, Chairman

Tracy A. Embree

Ozey K. Horton, Jr.

Stephen E. Macadam

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ITEM 3—APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

The Board of Directors recognizes the interest of stockholders in executive compensation matters. As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing our stockholders an opportunity to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement. Although the vote is non-binding, we value continued and constructive feedback from our stockholders on compensation and other important matters. In 2018, stockholders approved the compensation policies by a favorable vote of 92% of the votes cast.

As described in the Compensation Discussion and Analysis “CD&A” section of this proxy statement, we believe that our compensation packages provide competitive compensation that enables us to attract, retain and motivate a high-performance executive management team, link executive performance to corporate financial performance, and align the interests of management and stockholders by promoting ownership of LP Common Stock. For more details on our compensation philosophy, please read the CD&A which discusses our executive compensation programs, including specific information about the compensation of our named executive officers for 2018.

On behalf of the stockholders, the committee continually reviews current market practices and data, and our compensation programs and ancillary policies, in addition to actual executive compensation. The committee seeks to achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests. As a result of the committee’s review in 2018, the committee took several important actions and maintained existing compensation practices, including the following:

The above-referenced disclosures appear under the heading “Compensation of Executive Officers” in this proxy statement.

We believe that proper administration of our executive compensation programs will result in attracting and retaining a management team that is motivated to lead our Company to improved fundamental financial performance furthering the long-term interests of LP and its stockholders. For these reasons, we recommend that stockholders vote “FOR” the following resolution and approve, on an advisory basis, the named executive officer compensation:

“Resolved, that the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K adopted by the SEC, including the Compensation Discussion and Analysis, executive compensation tables and accompanying footnotes and narrative discussion, is hereby approved.”

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The above resolution will be deemed to be approved if it receives the affirmative vote of a majority of the total votes cast on this Item 3 at the annual meeting. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote. As this vote is an advisory vote, the outcome is not binding with respect to future executive compensation decisions, including those relating to our named executive officers. Our Compensation Committee and Board of Directors will, however, take the outcome of the vote into account in making future executive compensation decisions, as they have done in prior years. At LP’s 2017 annual meeting of stockholders, a majority of the votes cast on an advisory basis as to the frequency with which LP should conduct an advisory stockholder vote on the compensation of LP’s executive officers (a “say-on-pay” vote) were cast in favor of conducting a say-on-pay vote annually. Accordingly, LP presently intends to conduct a say-on-pay vote annually until the next required advisory vote on the frequency of say-on-pay votes.

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ITEM 4—APPROVAL OF THE 2019 EMPLOYEE STOCK PURCHASE PLAN

Our Board of Directors adopted the ESPP on October 31, 2018, subject to stockholder approval on or before the 12 month anniversary of such date. Our stockholders are now being asked to approve the ESPP, including the reservation of shares for issuance thereunder. The principal features and purpose of the ESPP are summarized below. The following summary of the ESPP does not purport to be a complete description of all of the provisions of the ESPP and is qualified in its entirety by reference to the complete text of the ESPP, which has been filed with the SEC as an Annex to this proxy statement. Any stockholder who wishes to obtain a copy of the ESPP may do so upon written request to the Secretary at our principal executive offices.

Summary of the ESPP

Purpose.  The purpose of the ESPP is to enable eligible employees of LP (and certain of its subsidiaries and/or parents) to acquire a proprietary interest in the future of the company through the purchase of Common Stock. The ESPP is intended to satisfy the requirements of an “employee stock purchase plan” under Section 423 of the Code (“Section 423”), although it provides for both Section 423 and non-Section 423 components.

Plan Administration.  The ESPP provides that the ESPP shall be administered by the Compensation Committee, or such other committee or subcommittee of the Board of Directors duly appointed to administer the ESPP (the “Administrator”), whose administration, interpretation and application of the ESPP and its terms will be final, conclusive and binding on all participants unless fraudulent or made in bad faith. The Administrator may adopt one or more sub-plans applicable to particular subsidiaries of LP or locations.

Securities Subject to Plan.  The ESPP provides for up to 2,000,000 shares of Common Stock (the “ESPP Shares”) to be reserved for issuance pursuant to purchases made under the ESPP, subject to adjustment as provided for in the plan. These shares will be made available from LP’s authorized but unissued or reacquired shares of Common Stock, shares of Common Stock purchased on the open market, or any combination thereof. If an outstanding purchase right for any reason expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of that purchase right shall again be available for issuance under the ESPP. The ESPP Shares represent approximately 1.6% of the total number of shares of Common Stock outstanding as of March 11, 2019. In establishing the ESPP Shares, our Board of Directors considered the potential dilutive impact to stockholders, the projected participation rate, equity plan guidelines established by certain proxy advisory firms and input from the Compensation Committee’s independent compensation consultant.

Eligibility and Participation.  Employees of the LP and certain of its subsidiaries or parents are eligible to participate in the ESPP if they have been employed by LP (or by any subsidiary or parent designated for participation) for at least 30 days as of the first day of the offering period and they customarily work more than 20 hours per week for more than 5 months per calendar year. As of March 11, 2019, approximately 4,080 employees are eligible to participate in the ESPP, including 14 officers of LP. The ESPP currently has 570 participants.

An employee will not be eligible to participate in the ESPP during an offering period to the extent that immediately after the grant of a purchase right, the employee (or any other person whose stock would be attributed to the employee under Section 424(d) of the Code) would own stock and/or hold outstanding purchase rights to purchase stock of LP or any parent or subsidiary possessing 5% or more of the total combined voting power or value of all classes of stock of such corporation as determined in accordance with Section 423(b)(3) of the Code. Eligible employees become participants in the ESPP by delivering to the company prior to the applicable offering date a subscription agreement. At the end of each offering period, each participant in the offering period will be automatically enrolled in the next succeeding offering period at the same withholding percentage unless the participant changes his or her elections, withdraws from the ESPP, or terminates employment or otherwise ceases to be an eligible employee.

Offering Periods and Dates.  Shares of Common Stock will be offered for purchase through a series of consecutive offering periods, each of which will generally be six months in duration, unless otherwise determined by the Administrator; provided, however, that no offering period will have a duration exceeding

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27 months. For each offering period in which an employee participates, he or she will be granted a right to purchase Common Stock.

Payroll Deductions.  The purchase price of the shares is accumulated by payroll deductions during the offering period. Each employee participating in the ESPP may elect to have up to 15% of regular cash compensation (subject to other limitations described in the ESPP) deducted and credited to that employee’s account under the ESPP. An employee’s regular cash compensation generally includes base wages or salary, overtime, shift differentials, payments for paid time off and payment in lien of notice. Cash compensation excludes variable compensation such as moving allowances, payments pursuant to a a severance agreement, termination pay, relocation payments, bonuses, commissions, compensation deferred under any program or plan (including, without limitation, pursuant to Section 401(k) or Section 125 of the Code), any amounts directly or indirectly paid pursuant to the ESPP or any other stock purchase, stock option or other stock-based compensation plan, or any other compensation not included above.

Payroll deductions will be credited to an account established in the employee’s name, shall be held as general assets of LP and shall not accrue interest unless otherwise required by applicable law. To the extent that an employee’s payroll deductions exceed the amount required to purchase shares subject to purchase rights, the excess shall be carried forward to apply to the next purchase date if the employee’s participation in the ESPP continues and the excess is less than the amount that would have been necessary to purchase an additional whole share; otherwise, it will be refunded promptly after the purchase date to the employee without interest.

Purchase of Common Stock; Exercise of Purchase Right.  By electing to participate in the ESPP, each employee is in effect granted a right to purchase shares of Common Stock using payroll deductions accumulated as of each of the purchase dates during any offering period. However, no participant may (i) accrue rights to purchase stock with a value in excess of $25,000 (determined on the basis of the fair market value of the Common Stock on the start date of the offering period) in any calendar year; or (ii) purchase shares of Common Stock in excess of either the dollar limit or the share limit applicable to an offering period. The dollar limit for an offering period is determined by multiplying $2,083 by the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole dollar. The share limit for an offering period is determined by multiplying 208 shares by the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole share. The share limit may be adjusted by the Compensation Committee prior to the start of an offering period. If the total number of shares for which purchase rights are to be exercised on any purchase date exceeds the number of shares at the time available for issuance under the ESPP, then the Administrator will prorate the available shares. An employee’s purchase right will be exercised by applying the amount credited to the employee’s account to the purchase of whole shares of Common Stock on each purchase date. If a balance remains in an employee’s account because it is less than the price of one whole share, it will be carried over to the next offering period, if the employee’s participation continues.

Purchase Price of Common Stock; Taxes on the Acquisition or Disposition of Stock.  On any particular purchase date under the ESPP, the purchase price per share will be established by the Compensation Committee; provided, however, that such purchase price shall not be less than 85% of the lower of (i) the fair market value of a share of Common Stock on the first business day in such offering period or (ii) the fair market value of a share of Common Stock on the last business day in such offering period. On December 31, 2018, the closing market price of Common Stock was $22.22, as reported by the New York Stock Exchange.

In general, the fair market value per share on any relevant date under the ESPP will be equal to the closing price quoted for such date by the principal exchange or trading market on which Common Stock is traded (as determined by the Administrator). If the Common Stock is not listed on a stock exchange or if trading activities for the Stock are not reported, the fair market value will be determined by the LP Board or the Administrator, consistent with applicable legal requirements.

The participating employee shall be responsible for all taxes and generally all other withholdings required in connection with the acquisition or disposition of stock purchased under the ESPP. See “U.S. Federal Income Tax Information,” below. The participating employee shall not have an interest or voting right in any shares covered under the ESPP prior to purchase.

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Ability of the Committee to Amend or Terminate the ESPP.  The Committe may amend or terminate the ESPP, or any purchase right granted thereunder, at any time, except that no such amendment or termination will affect purchase rights previously granted under the ESPP unless expressly provided for by the Committee and no such amendment or termination may materially adversely affect a purchase right without the consent of a participant (unless permitted by the ESPP or as required by applicable law or to qualify the ESPP pursuant to Section 423 of the Code). Certain amendments may require the approval of the LP’s stockholders. Unless the ESPP is earlier terminated, it will continue until the earlier of (i) the issuance of all Common Stock available for issuance under the ESPP and (ii) October 30, 2028. If the ESPP is terminated before an employee’s right to purchase shares has been exercised under the ESPP, any funds deducted from the employee’s compensation and credited to the employee’s account under the ESPP shall be refunded.

Withdrawal.  An employee may withdraw from the ESPP by delivering to the company a cancellation notice in accordance with the procedures prescribed by the company. Such cancellation notice must be delivered not later than 10 business days prior to the applicable purchase date to apply to that offering. An employee’s withdrawal from an offering does not affect the employee’s eligibility to participate in subsequent offerings under the ESPP.

Termination of Employment.  Termination of a participant’s continuous status as an employee for any reason, including retirement, death or disability, cancels his or her participation in the ESPP immediately. In such event, the payroll deductions credited to the employee’s account will be returned to the employee or, in the case of death, to the person or persons entitled thereto as specified by the employee in the written designation of beneficiary.

Capital Changes.  In the event any change is made in the capitalization of LP, such as a merger, stock split or stock dividend or any other material increase or decrease in the shares of LP stock without the company’s receipt or payment of consideration, appropriate adjustments will be made to (i) the maximum number and class of securities issuable under the ESPP, (ii) the maximum number of securities purchasable per participant during an offering and (iii) the number and class of securities and the price per share in effect under each outstanding purchase right. Such adjustments will prevent any dilution or enlargement of the rights and benefits of plan participants.

In the event of a change of control of LP, the surviving, continuing, successor or purchasing corporation (an “acquiring corporation”) may assume or continue LP’s rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights for such acquiring corporation’s stock. If such acquiring corporation elects not to assume, continue or substitute the purchase rights under the ESPP, the purchase date of the then-current offering period will be accelerated to a date before the change of control. All purchase rights that are neither assumed or continued by the acquiring corporation in connection with the change of control nor exercised as of the date of the change of control shall terminate and cease to be outstanding effective as of the date of the change of control.

Nonassignability.  No rights or accumulated payroll deductions of an employee under the ESPP may be pledged, assigned or transferred for any reason, and any such attempt may be treated by LP as an election to withdraw from the ESPP.

Reports. Individual accounts are maintained for each participant in the ESPP. After each purchase date, the participant’s broker account will update with the number of shares purchased on behalf of the participant and the purchase price paid per share. The participant will also receive an annual statement of his or her plan account.

Compliance with Securities Law.  The issuance of shares under the ESPP shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange upon which the shares may then be listed and will be further subject to the approval of counsel for LP with respect to such compliance.

U.S. Federal Income Tax Information.  The ESPP is intended to qualify under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant at the time of grant of the right to purchase, or the actual purchase of, shares. However, upon the employee’s disposition of shares

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purchased under the ESPP, the participant will generally be subject to tax. Upon disposition, if the shares have been held by the participant for more than two years after the first day of the offering period and more than one year after the purchase date of the shares, the participant will recognize taxable ordinary income equal to the lesser of (i) the excess of the fair market value of the shares at the time of the disposition over the purchase price of the shares, or (ii) 15% of the fair market value of the shares on the first day of the applicable offering period. Any additional taxable gain on the disposition will be treated as a long-term capital gain. If the shares are disposed of before the expiration of the holding periods described above, the excess of the fair market value of the shares on the purchase date over the purchase price will be taxable as ordinary income, and any gain or loss on such disposition will be treated as a capital gain or loss. The company is not entitled to a deduction for amounts taxable to a participant, except to the extent of ordinary income reported by the participant on disposition of shares before the expiration of the holding periods described above.

The foregoing is only a summary of the United States Federal income tax consequences of the ESPP to participants and does not purport to be complete. Reference should be made to the applicable provisions of the Code. In addition, the summary does not discuss the income tax consequences of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant may reside, and to which the participant may be subject.

Restriction on Resale.  Certain officers and directors of LP may be deemed to be “affiliates” of the company, as that term is defined under the Securities Act of 1933. Common Stock acquired under the ESPP by an affiliate may only be reoffered or resold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act of 1933.

New Plan Benefits.  Because benefits under the ESPP will depend on employees’ elections to participate and the fair market value of Common Stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the ESPP is approved by the stockholders. Non-employee directors are not eligible to participate in the ESPP.

We recommend that stockholders vote “FOR” the approval of the 2019 Employee Stock Purchase Plan. The 2019 Employee Stock Purchase Plan will be approved if it receives the affirmative vote of a majority of the total votes cast in this Item 4 at the annual meeting. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of this vote.

OTHER BUSINESS

At the time this proxy statement was printed, management knew of no matters to be presented at the annual meeting other than the items of business listed in the Notice of Annual Meeting of Stockholders. If any matters other than the listed items properly come before the meeting, the proxies named in the accompanying form of proxy will vote or refrain from voting on such matters in accordance with their judgment.

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HOLDERS OF COMMON STOCK

Five Percent Beneficial Owners

The following table provides information concerning the beneficial ownership of Common Stock by the persons known to LP to beneficially own 5% or more of the outstanding Common Stock as of December 31, 2018.

Directors and Named Executive Officers

The following table summarizes the beneficial ownership of Common Stock of LP’s directors, nominees for director, and named executive officers (“NEOs”) included in the Summary Compensation Table below as of March 11, 2019:

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934 (“Section 16”) requires that reports of beneficial ownership of Common Stock and changes in such ownership be filed with the SEC and the NYSE by LP’s officers, directors, and certain other “reporting persons.” Based solely upon a review of copies of Forms 3, 4, and 5 (and amendments thereto) filed by LP’s reporting persons and written representations by such persons, to LP’s knowledge, all Section 16 reporting requirements applicable to such persons were complied with for the period specified in the SEC’s rules governing proxy statement disclosures.

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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION COMMITTEE REPORT

In accordance with its written charter adopted by the Board of Directors, the Compensation Committee has oversight of compensation policies designed to align compensation with our overall business strategy, values and management initiatives. In discharging its oversight responsibility, the committee has retained an independent compensation consultant, FW Cook, to advise the committee regarding market and general compensation trends.

The committee has affirmed the independence of its consultant through a review of the firm’s independence policy and other relevant matters, and is not aware of any conflict of interest that would prevent the consultant from providing independent advice to the committee regarding executive compensation matters. The consultant is responsible solely to the committee and undertook no work with the management of the Company without approval from the committee chair. The consultant is not the beneficial owner of any shares of LP’s Common Stock, and fees payable by LP to FW Cook during 2018 were less than 1% of the firm’s gross revenues.

The committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.

Respectfully submitted,

Dustan E. McCoy, Chairman

E. Gary Cook

Lizanne C. Gottung

Kurt M. Landgraf

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

This CDA describes LP’s executive compensation programs and explains how the Compensation Committee made compensation decisions for the following NEOs in 2018.

This CD&A is divided into the following sections:

To evaluate performance in a manner consistent with how management evaluates our operating results and trends, the Compensation Committee tracks certain business performance metrics (Adjusted EBITDA and Economic Profit) that are measured on a non-GAAP basis to both long-term and annual incentive awards. Please refer to LP’s 2018 Annual Report on From 10-K for the year ended December 31, 2018 for a description and reconciliation of these non-GAAP financial measures and additional non-GAAP measures described in the Executive Summary below relative to reported GAAP financial measures.

EXECUTIVE SUMMARY

2018 Business and Financial Highlights

LP delivered on multiple key financial and efficiency measures in 2018 versus the prior year. The measures marked with an * below are those that were directly linked to 2018 executive compensation.

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The following charts outline LP performance against key metrics—net sales, earnings per share, Adjusted EBITDA, adjusted income from continuing operations, return on invested capital and total shareholder return (TSR). The Compensation Committee believes the compensation earned by the NEOs in 2018 reflects our strong financial performance and continued execution against many of the metrics tied to increased shareholder value.

Net Sales in Millions - 2014 to 2018		Earnings Per Share ($ / share)

Adjusted EBITDA from Continuing Operations		Adjusted Income from Continuing Operations

2018 COMPENSATION HIGHLIGHTS

We use our compensation program to attract, motivate and retain executives who lead our company. The Compensation Committee has established programs and practices designed to pay for performance and to align executives’ interest with those of our stockholders. We believe our compensation program helps drive LP’s

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performance by providing compensation that is commensurate with performance. The 2018 executive compensation program was guided by the following core principles:

Equity-based compensation aligns executives’ interests with stockholders’ interest, drives performance and facilitates retention of superior talent. We believe equity-based compensation aligns executives’ interests with those of our stockholders. Annual equity awards consist of performance shares (“PSUs”) and restricted stock units (“RSUs”). Performance shares are settled in LP stock and are only paid out if the performance goals set for the three-year cumulative performance period are met. Final achievement is also subject to a TSR modifier relative to our peer group. In 2018, the goals were based upon value creating product (“VCP”) growth and ROIC for the period January 1, 2018 to December 31, 2020. VCP growth represents the increase in sales volumes from a specific group of products identified to enhance revenue, stabilize earnings (away from commodity pricing) and improve product portfolio diversity. Restricted stock units are time vesting awards that are settled in LP stock assuming the NEO remains employed through the vesting date or under certain retirement provisions.

Incentive compensation drives increasing profits and returns. The committee strongly believes linking compensation to certain critical performance metrics results in increased profits and stronger returns, which support improving stockholder returns. For 2018, the company’s annual cash incentive award plan (“ACIAP”) of the NEOs was based upon Adjusted EBITDA (adjusted for commodity OSB price), economic profit and certain operational improvements. The committee determined for 2018 that operating results for incentive calculation purposes should not be influenced by increases nor decreases in commodity OSB pricing. An economic profit metric was added to further link asset utilization and financial performance. No amounts will be payable under the incentive compensation unless the minimum threshold for the company performance goal was achieved.

Base salary represents the smallest portion of total target compensation. The committee continuously makes efforts to appropriately weight base salary and variable (annual cash and equity incentives) compensation for each NEO. Our target compensation mix for our CEO and our other executive officers reflects our emphasis on long-term, performance-based compensation that incentivizes our executive officers to make strategic decisions that will strengthen our business and create long-term value for our stockholders. performance-based compensation includes performance shares and the ACIAP. In 2018, 51% of our CEO’s target compensation and 41% of our other executive officers’ target compensation was performance-based, as shown in the graphs below.

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The following chart summarizes annual total target compensation awarded to each NEO in 2018:

RESULTS OF THE 2018 SAY-ON-PAY VOTE

In 2018, we sought an advisory vote from our stockholders on NEO compensation (commonly referred to as “Say-on-Pay vote”). Approximately 92% of the votes cast for Say-on-Pay vote were in support of the LP’s executive compensation program. Even with this strong endorsement of the company’s pay practices, the committee believes it is essential to regularly review the executive compensation program. In 2018, the committee concluded the compensation program provides rewards that motivates our NEOs to maximize long-term stockholder value and encourage retention. In 2018, the committee increased the percentage of PSUs to 50% reducing the percentage of SSARS with the performance period covering three years, further linking performance and pay.

CORPORATE GOVERANCE

The committee recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the committee regularly reviews external compensation practices and trends and incorporates best practices into our executive compensation program.

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ELEMENTS AND PHILOSOPHY OF EXECUTIVE COMPENSATION

Elements

For 2018, there were no new elements of compensation provided to the CEO or other NEOs. The following table outlines the objectives and purposes of each element of LP’s executive compensation program:

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Review of Peer Group and Survey Data for Comparison Purposes

To ensure that our compensation programs are reasonable and competitive in the marketplace, the committee compares our programs to our peers. The committee believes that the current peer group companies (for 2018 compensation) reflect similarities in channels, business cycles, and manufacturing expertise, thus providing appropriate benchmark data. The peer group contains the following companies:

The committee, with input and advice from its independent consultant, has developed the customized peer group for review of executive compensation levels and plan design practices. The committee, in conjunction with its consultant, periodically reviews the peer group, and revises it as appropriate to ensure that it continues to represent similar U.S. organizations with which we compete for executive talent. During 2018, changes to the peer group included the removal of Quanex (based upon company size), Ply Gem Holdings (acquired in April 2018) and the addition of Allegion PLC, Masonite International and NCI Building Systems.

FW Cook also reviews two confidential, third-party surveys in order to benchmark LP’s executive compensation where appropriate. Both surveys were “general industry” sources, from which aggregate results were compiled using the appropriate revenue bands. Data was then interpolated to LP’s revenue of approximately $2.9 billion. A similar methodology was used for LP’s business unit executives using size-appropriate revenue bands and LP business unit revenues.

In 2018, the committee relied on both peer group and survey data to more clearly understand the relevant market for executive talent and to help inform its decision-marking and ensure that the Company’s executive compensation program supports the LP’s recruitment and retention needs and is fair and efficient. Specifically, the committee compared each executive’s base salary, total cash compensation opportunities (salary and target cash incentive award), and total direct compensation opportunities (salary, target cash incentive award, and annualized grant-date present value of equity-based awards) for 2018 against comparable information from the peer group and survey data. The committee believes using several benchmark data sources improves the quality of comparison because it may be difficult to identify an appropriate match for some officer positions within the peer group alone. In addition, the survey data reflects the broader industries with which LP competes for management talent.

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Base Salaries

In setting 2018 salary levels, the committee (together with Mr. Southern for the NEOs other than himself) considered market data, individual performance and competitiveness of total direct compensation of each NEO. In March of 2018 (and further adjusted for Mr. Southern in August 2018), each NEO received an annual base salary increase ranging as indicated below.

Achievement of Performance Goals for 2018

In 2018, LP’s ACIAP metrics were corporate financial goals, certain corporate operational goals and business unit financial performance goals.

Corporate financial goals. The 2018 ACIAP performance metrics included an adjusted EBITDA and economic profit goal. The adjusted EBITDA goal threshold was $524 million, with a target of $657 million, and a maximum payment achieved at $756 million. No amounts would have been payable under the plan unless the minimum threshold was achieved. The targets were adjusted to neutralize commodity OSB pricing to focus on core performance. Our reported 2018 adjusted EBITDA of $660 million exceeded the target goal level. An economic profit goal (adjusted to neutralize commodity OSB pricing) was also added with a threshold of $176 million, a target of $274 million and a maximum achievement of $429 million. Our 2018 economic profit of $284 million exceeded the target goal.

Corporate Operational goals. The committee established corporate operational goals related to safety and overall equipment effectiveness (“OEE”). The safety goal was established based upon LP’s Total Incident Rate (“TIR”) with a threshold of 0.60, a target of 0.50 and a maximum of 0.40. The OEE goal measures LP’s ability to improve manufacturing productivity. The goal was established with an OEE improvement threshold of 0.71%, a target of 1.41% and a maximum of 2.12%.

Business unit performance goals. The committee established specific business unit financial and operational goals to be included in the 2018 ACIAP.

Following the end of the year, performance is assessed against those goals to determine the CEO’s and each other NEO’s level of achievement. Each goal is assigned a value based on a variety of factors which can result in the performance component ranging from 0-200% based on the level of attainment.

The committee has the authority, in its sole discretion, to reduce or eliminate the payout of annual cash incentives, despite its determination that performance was at or above the threshold level, if it finds that paying the awards is not in the best interest of LP.

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The committee established weightings for our Chief Executive Officer, Chief Financial Officer and Executive Vice President, General Counsel for 2018 as follows:

Weightings for the EVP of Siding and EVP of OSB were as follows:

The following table summarizes the payout opportunities for our CEO and the other NEOs and the actual incentive payouts, paid in 2019, reflecting performance in 2018:

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Long-Term Equity Incentive Compensation

The committee awards long-term incentive equity grants to the CEO and the other NEOs as part of their overall compensation package. These awards are consistent with the committee’s objectives of aligning our senior leaders with the financial interests of our stockholders, focusing on long-term success, supporting pay-for-performance, and offering competitive compensation packages. This component comprises the largest aspect of the executives total compensation package with vesting tied to multi-year performance goals and service. The following table summarized the award opportunities for 2018.

The committee determined that awards to the CEO and the other NEOs under the Stock Award Plan would be split between RSUs (50%) and PSUs (50%), based on the relative grant date fair values of the awards.

The 2018 performance share plan design includes a three-year return on invested capital (“ROIC”) with threshold, target and maximum goals as approved by the committee and a three-year value-creating product volume growth for a predetermined portfolio of products. If the performance goals are met at the end of the performance period, the award will be adjusted to reflect LP’s 3 year TSR performance relative to a capital market peer group. This TSR modifier can increase or decrease the award by 20%, although the TSR modifier cannot cause the award to exceed the maximum of 200%. The capital market peer group includes the following companies:

The Compensation Committee reviewed and approved performance against pre-established targets for the 2016-2018 cycle. Payout amounts for 2016-2018 performance shares were as follows:

LP’s TSR performance relative to the capital market peer group described above was between the 25th and 75th percentile and therefore no adjustment was made in terms of payout.

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Retirement & Other Benefits

LP’s qualified retirement plans are designed to provide retirement benefits at a competitive level compared peers and the general manufacturing industry. All full-time salaried and hourly U.S. employees participate in LP’s 401(k) and Profit Sharing Plan. The company’s Retirement Account Plan, a defined benefit plan, was frozen effective January 1, 2010. U.S. employees hired prior to this date remain participants in the plan, but no further credits will be earned by the participants.

Employees in the top two levels of LP’s management, including executive officers, participate in LP’s Executive Deferred Compensation Plan. Under the plan, participants may defer the receipt of up to 90% of base salary and annual bonuses for income tax purposes, and receive five percent of their contributions matched. In addition, the plan enables executives and other highly-compensated employees to obtain benefits comparable to those available under the 401(k) plan without being subject to the limits imposed by the Internal Revenue Code on tax-qualified plans.

LP maintains a SERP that provides retirement pension benefits to select, grandfathered NEOs. SERP benefits have not been provided to newly appointed NEOs, consistent with our benchmarking evaluation. The SERP benefits generally do not vest until an officer has been a participant for five years, and are reduced by the value of employer contributions under LP’s other retirement plans and the Executive Deferred Compensation Plan, as well as a portion of a participant’s Social Security benefits. As of March 26, 2019, no benefits remain to be paid under this plan.

Additional information about LP’s retirement plans is provided in the Summary Compensation Table, the Pension Benefits Table, and the Nonqualified Deferred Compensation Table. The committee believes the retirement benefit plans described above are important parts of our compensation program, and the committee will continue to review them periodically to ensure competitiveness.

Other Compensation

We provide our CEO and NEOs with limited perquisites, consisting of retirement, long-term disability and life insurance benefits, and personal estate and financial planning services through independent providers. These benefits are discussed in more detail in note 5 to the Summary Compensation Table.

Executive Change of Control Employment Agreements

Change of Control Employment Agreements with our executive officers provide for the payment of severance compensation and other benefits if the officer’s employment is terminated for specified reasons within three years following the occurrence of a change of control of LP. Such reasons include (a) termination by LP other than for cause and (b) termination by the officer because, among other things, his/her assigned duties, position, or authority are diminished in a material way, his/her compensation is substantially reduced, he/she is required to move his/her workplace more than 50 miles, or he/she has substantially increased travel requirements. Severance benefits under the agreements include; a cash payment in an amount equal to three times the sum of the officer’s annual base salary and target bonus amount; enhanced benefits under LP’s retirement plans; and vesting of equity awards but does not include any tax gross-up provisions.

The committee believes these agreements are important to encourage our CEO and NEOs to continue to work in the best interests of LP and its stockholders in a potential change of control situation, and to evaluate any possible transactions with the maximum degree of independence and objectivity. The terms of the agreements are described in more detail under the heading “Potential Payments Upon Termination or Change of Control”.

EXECUTIVE COMPENSATION SUMMARY FOR 2019

As part of the establishment of the 2019 executive compensation targets, the Compensation Committee, in conjunction with its compensation consultant, reviewed the peer group to ensure it represented similar U.S. organizations with which we compete for executive talent. No changes were made in LP’s peer group for 2019 as a result of this review.

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2019 Annual Salaries

On February 8, 2019, the committee approved the following salaries for certain of our NEOs and our new CFO.

Annual Cash Incentive Award Plan

The committee approved in February 2019 the 2019 Annual Cash Incentive Award Plan. The 2019 plan will be based 70% on the corporate financial performance metrics and 30% on the business financial results for Mr. Southern, Haughie and Mann. The 2019 plan for Mr. Ringblom and Sherman will be based 40% on the company financial performance and 60% on the executive specific business unit financial performance. For the 2019 plan, no operational goals are included.

Long-Term Incentive Plan

The committee awards long-term equity incentive grants to CEO and the other NEOs as part of their overall compensation package. These awards are consistent with the committee’s objectives of aligning the financial interests of our executives with the financial interests of our stockholders, focusing on our long-term success, supporting our high performance-oriented culture, and offering competitive compensation packages. The long-term equity grant for 2019 will consist of 50% time-based RSUs (3-year cliff vesting) and 50% PSUs.

The committee approved the 2019 performance share plan which was a 3-year performance period consisting of two metrics, each with a threshold, target and maximum goal. These metrics include: (1) 3-year ROIC and (2) 3-year SmartSide Strand and OSB structural solutions product volume growth. If the threshold goal is met at the end of the performance period, the award will be adjusted to reflect LP’s 3 year TSR performance relative to a capital market peer group. This TSR modifier can increase or decrease the award by up to 20%. The TSR modifier cannot cause the award to exceed the maximum of 200%.

ADDITIONAL POLICIES AND GUIDELINES AFFECTING EXECUTIVE COMPENSATION

Use of Independent Compensation Consultant

The committee engaged FW Cook as its independent compensation consultant to assist in determining the appropriate executive officer compensation in 2018 pursuant to our compensation policies. FW Cook had no other business relationship with LP and received no payments from us other than fees for services to the committee and the Nominating Committee. See “Corporate Governance-Compensation Committee” for additional information about our use of compensation consultants.

Timing of Long-Term Equity Grants

Our policies require restricted stock and performance awards to be valued at grant based upon the closing price of our stock on the grant day of the award. The committee’s practice is to make equity awards at its first committee meeting in a given year (generally in the last week of January or the first week of February). Committee meeting dates are set by the committee at least one year in advance.

Policy on Incentive Compensation Clawback

A significant percentage of our executive officer compensation is incentive based. The determination of the extent to which the incentive objectives are achieved is based in part on the committee’s discretion and in part on

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our financial results. The committee has the right to reassess its determination of the performance awards if the financial statements on which it relied are restated. The committee has the authority to direct LP to seek to recover (i.e. “clawback”) from any executive officer any amounts determined to have been inappropriately received by the individual executive officer. In addition, the Sarbanes-Oxley Act of 2002 mandates that the Chief Executive Officer and the Chief Financial Officer reimburse LP for any bonus or other incentive-based or equity-based compensation paid to them in a year following the issuance of financial statements that are later required to be restated as a result of misconduct.

Executive Stock Ownership Guidelines

We strongly believe the financial interests of our executives should be aligned with those of our stockholders. Accordingly, the committee has established meaningful stock ownership guidelines for our executive officers.

Executive officers are expected to own shares of our Common Stock in an amount equivalent to a multiple of the executive officer’s annual base salary as follows: for the Chief Executive Officer, five times; for the Chief Financial Officer and the other Executive Vice Presidents, three times. These are measured annually at the first regularly scheduled Compensation Committee meeting of the calendar year.

Restricted stock and restricted stock units granted under the Stock Award Plan that have not yet vested count toward the ownership guidelines, but performance shares where the initial metric has yet to be met and shares subject to outstanding stock options and SSARs do not count. NEOs who have not met their ownership guidelines, and wish to exercise SSARs, are required to hold shares equal to 40 percent of the after tax proceeds of any exercised SSARs until they reach their target as of the last compliance date. For 2018, the CEO and all other NEOs met their ownership guidelines with the exception of Mr. Ringblom and Mr. Mann.

Insider Trading and Anti-Hedging/Anti-Pledging Policy

Our Insider Trading policy mandates that insiders, including executive officers, review transactions involving our securities with our Chief Financial Officer or legal department prior to entering into the transactions and prohibits a covered officer from pledging or engaging in transactions for the purpose of hedging the economic risk of his or her current or future ownership of shares.

Tax Deduction for Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid to certain executive officers to $1,000,000 per year. Prior to January 1, 2018, there was an exception to this deductibility limitation for performance-based compensation that met certain regulatory requirements. This exception has been repealed such that compensation paid to certain executives in excess of $1,000,000 will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Compensation Committee has generally intended for several types of our executive compensation, including SSAR awards to executive officers to qualify for this performance-based exception. Other classes of executive compensation, including the restricted stock and restricted stock unit grants described above, may be subject to the $1,000,000 deductibility limit. Furthermore, even if we have intended to grant compensation that qualifies for the performance-based exception, we cannot guarantee that such compensation will so qualify or ultimately will be deductible by the Company. Although tax deductibility of compensation is preferred, deductibility is not a primary objective of our compensation programs.

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Risk Assessment of Executive Pay Policies and Practices

The committee conducted a review of LP’s pay practices in 2018 to determine if there were any policies and practices that would be reasonably likely to have a material adverse effect on LP. The review included non-executive and executive pay policies and practices. The non-executive pay practices were reviewed by LP’s Risk Council and reviewed by the committee. In addition, the committee reviewed executive pay policies and practices. The committee’s independent compensation consultant participated in that review and discussion. The committee found no compensation policies or practices that were reasonably likely to have a material adverse effect on LP and that the design of our compensation programs encourage the achievement of both our short-term and long-term operational and financial goals and contain certain appropriate risk mitigating features such as incentive caps for the ACIAP and PSUs and stock ownership guidelines.

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Compensation of Named Executive Officers

Summary Compensation Table

The table below summarizes the various elements of compensation paid to or earned by each of the named executive officers listed in the table for the three years ended December 31, 2018. Cash incentive awards paid under LP’s Annual Cash Incentive Award Plan are included in the “Non-Equity Incentive Plan Compensation” column, which covers non-equity awards that require the satisfaction of pre-established performance goals.

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Grants of Plan-Based Awards for 2018

The table below provides information regarding annual cash incentive awards under the ACIAP and grants of RSUs and PSUs under the Stock Award Plan to NEOs during 2018.