Heavy wool felt base, with durable cotton cover. The spine of the pad is a preforated strip of felt for flexibility and airflow. Velcro pocket openings inside the spine allow for neoprene pads to be placed anywhere thay are needed to help the saddle fit better. The pad has a permanant panel of neoprene on either side of the back, and comes with one full size pair of extra neoprene sheets to be used or cut as needed. A great way to help "normal" saddles conform to hard-to-fit horses.