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

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

 ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

 ☐ Definitive Proxy Statement

 ☐ Definitive Additional Materials

 ☐ Soliciting Material Pursuant to §240.14a-12

 

RAYONIER ADVANCED MATERIALS INC.

(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 all boxes that apply):

☒ No fee required

 ☐ Fee paid previously with preliminary materials

 ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

Lisa M.

Palumbo

Chair of the Board

Dear Stockholder:

The year 2024 marked a transformative chapter in our journey at RYAM, with remarkable achievements and strategic milestones that position us for an even brighter future. Your trust and support have been instrumental in this success.

RYAM delivered strong financial results in 2024, strengthening our balance sheet and enhancing our financial flexibility. We achieved significant debt reduction and maintained steady progress toward our long-term leverage targets.

These financial gains were complemented by strategic investments of $33 million in three key areas: biomaterials expansion, quick-return operational projects, and corporate systems. These investments reflect our commitment to operational excellence, disciplined growth, and innovation.

Our core High Purity Cellulose (HPC) business strengthened as we advanced our “Value over Volume” strategy, optimized our HPC sales mix, and benefited from improved industry supply-demand dynamics. This contributed to meaningful improvements in profitability and margin expansion.

Our biomaterials growth strategy also advanced in 2024, leveraging our global infrastructure to deliver renewable, high-value solutions. We attained significant milestones in key biomaterials projects, highlighted by the successful start-up and commercial operation of our France bioethanol plant. To further accelerate growth, we launched and capitalized RYAM BioNova S.A.S. on attractive terms.

Safety and sustainability remained central to RYAM’s mission. In 2024, we reduced our injury incident rate by 30%, and we published our 2023 Sustainability Report highlighting progress toward our greenhouse gas reduction targets along with our broader environmental commitments.

Thank you for your investment in and continued support of RYAM. As we enter 2025, RYAM is well-positioned to build on our successes, drive innovation, and achieve sustainable growth.

 

LISA M. PALUMBO

Chair of the Board

March 31, 2025

Corporate Headquarters

1301 Riverplace Boulevard

Suite 2300

Jacksonville, Florida 32207

 

March 31, 2025

Notice of 2025 Annual Meeting

TO OUR STOCKHOLDERS:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc., a Delaware corporation, will be held at the DoubleTree Hotel, 1201 Riverplace Boulevard, Jacksonville, Florida on Wednesday, May 14, 2025, at 5:30 p.m. Eastern Time, to:

1)
Elect the Board’s three nominees for Class II directors for terms expiring in 2028

2)
Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors

3)
Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions

4)
Approve, in a non-binding vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement

5)
Approve the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated

6)
Ratify the appointment of Grant Thornton as our independent registered public accounting firm for 2025

7)
Act upon such other matters as may properly come before the meeting

All stockholders holding Rayonier Advanced Materials Common Stock of record at the close of business on March 17, 2025, are entitled to vote at the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to determine which voting methods are available to you. We urge you to complete and submit your proxy electronically or by telephone (if those options are available to you) as a means of helping the Company conserve natural resources and reduce expenses related to the meeting.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. New York Stock Exchange rules do not allow your broker to vote your shares without your instructions on any of the proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a stockholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.

We urge you to vote your stock, by any of the available methods, at your earliest convenience.

			By:
						R. Colby Slaughter Corporate Secretary

Table of Contents

Item			Page
NOTE ABOUT FORWARD-LOOKING STATEMENTS
NOTE ABOUT NON-GAAP FINANCIAL MEASURES
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
PROXY STATEMENT SUMMARY			1
COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE			2
Corporate Governance Highlights			2
Corporate Governance Principles			4
Director Independence			4
Independent Chair of the Board			4
Independent Non-Management Director Meetings			5
Board Refreshment and Tenure			5
Board Evaluation and Assessment			5
Succession Planning			6
Oversight of Risk			6
Engagement by Management and our Board with our Stockholders			7
Standard of Ethics and Code of Corporate Conduct			8
Sustainability Focus			8
Director Compensation			9
Anti-Hedging/Anti-Pledging Policy			11
Related Person Transactions			11
PROPOSAL 1: ELECTION OF DIRECTORS			13
Director Qualifications			13
Biographical and Qualifications Information of the Three Nominees for Election to the Board of Directors			15
Biographical and Qualifications Information of Other Directors			17
Director Skills and Experience Matrix			23
Director Nomination Process			24
Formal Director Onboarding Process			24
Director Attendance at Annual Meeting of Stockholders			24
Committees of the Board of Directors			25
PROPOSAL 2: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS			27
PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS			28
PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION			30
Advisory Resolution to Approve Executive Compensation			30

Item			Page
COMPENSATION DISCUSSION AND ANALYSIS			31
Executive Summary			31
Compensation Philosophy			32
Compensation Determination Process			33
Compensation Program Components			36
Additional Compensation Policies and Practices			46
COMPENSATION COMMITTEE REPORT			48
EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION			49
Summary Compensation Table			49
All Other 2024 Compensation			50
Grants of Plan-Based Awards			51
Outstanding Equity at Fiscal Year End			53
Option Exercised and Stock Vested			54
Non-Qualified Deferred Compensation			54
Potential Payments Upon Termination or a Change in Control			55
Pay Versus Performance			57
CEO Pay Ratio			61
Stock Ownership of Directors and Executive Officers			62
Executive Officers			63
Security Ownership of Certain Beneficial Owners			65
Delinquent Section 16(a) Reports			65
Compensation Committee Interlocks and Insider Participation			66
PROPOSAL 5: Approval of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated			67
Equity Compensation Plan Information			75
PROPOSAL 6: Ratification of the Appointment of Independent Registered Public Accounting Firm			76
Appointment of Grant Thornton as Independent Registered Public Accounting Firm for Fiscal Year 2025			76
Report of the Audit Committee			76
Audit Committee Financial Experts			77
Information Regarding Independent Registered Public Accounting Firm			78
APPENDICES
A. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			A-1
B. PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS			B-1
C. PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS			C-1
D. RAYONIER ADVANCED MATERIALS INC. 2023 INCENTIVE STOCK PLAN, AS AMENDED AND RESTATED			D-1
E. RAYONIER ADVANCED MATERIALS INC. AUDIT COMMITTEE POLICIES AND PROCEDURES			E-1
F. NON-GAAP FINANCIAL MEASURES			F-1

NOTE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement regarding anticipated financial, business, legal or other outcomes, including business and market conditions, outlook and other similar statements relating to future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “could,” “expect,” “estimate,” “target”, “believe,” “intend,” “plan,” “forecast,” “anticipate,” “project,” “guidance” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Item 1A-Risk Factors in our 2024 Annual Report on Form 10-K.

NOTE ABOUT NON-GAAP FINANCIAL MEASURES

A “non-GAAP financial measure” is generally defined as a numerical measure of a company’s historical or future performance that excludes or includes amounts, or is subject to adjustments, so as to be different from the most directly comparable measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). This document contains certain non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA. Each non-GAAP measure is reconciled to its most directly comparable GAAP financial measure in Appendix F.

We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes.

We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. To compensate for these limitations, reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures are provided. Non-GAAP financial measures are not necessarily indicative of results that may be generated in future periods and should not be relied upon, in whole or part, in evaluating our financial condition, results of operations or future prospects.

General Information about this Proxy Statement and the Annual Meeting

2025 ANNUAL MEETING OF STOCKHOLDERS OF RYAM

WEDNESDAY, MAY 14, 2025, AT 5:30 P.M. EASTERN TIME

The 2025 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc. (the Annual Meeting) will be held on May 14, 2025, at 5:30 p.m. Eastern Time, for the purposes set forth in the accompanying Notice of 2025 Annual Meeting. This Proxy Statement and the accompanying proxy card are furnished in connection with the solicitation by our Board of Directors (sometimes referred to as our Board or the Board) of proxies to be used at the meeting and any adjournments or postponements thereof. We may refer to Rayonier Advanced Materials Inc. in this Proxy Statement as “we,” “us,” “our,” the “Company,” “RYAM” or “Rayonier Advanced Materials.”

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

We are utilizing Securities and Exchange Commission (the SEC) rules that allow companies to furnish proxy materials to stockholders via the Internet. If you received an Important Notice Regarding the Availability of Proxy Materials (the Internet Notice) by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Internet Notice tells you how to access and review the Proxy Statement, form of proxy card and our 2024 Annual Report to Stockholders (the Annual Report), which includes our 2024 Annual Report on Form 10-K, as well as instructions for how to submit your proxy over the Internet. If you received the Internet Notice and would still like to receive a printed copy of our proxy materials, simply follow the instructions for requesting printed materials included in the Internet Notice.

The Internet Notice, these proxy solicitation materials and the Annual Report were first made available on the Internet and mailed to certain stockholders on or about March 31, 2025.

The Notice of 2025 Annual Meeting, this Proxy Statement and the Annual Report are available at proxyvote.com.

Annual Report

A copy of the Annual Report, which includes the 2024 Annual Report on Form 10-K, is available on the Internet at proxyvote.com as set forth in the Internet Notice. However, we will send a copy of our 2024 Annual Report on Form 10-K (with financial statements but without exhibits) to any stockholder without charge upon written request addressed to:

RYAM

Investor Relations

1301 Riverplace Boulevard

Suite 2300

Jacksonville, Florida 32207, USA

Delivery of Materials to Stockholders Sharing an Address

In addition to furnishing proxy materials over the Internet, the Company takes advantage of the SEC’s householding rules to reduce the delivery cost of materials. Under such rules, only one Internet Notice or, if paper copies are requested, only one Proxy Statement and Annual Report, will be delivered to multiple stockholders sharing an address unless the Company has received contrary instructions from one or more of the stockholders. If you are a stockholder who resides in the same household with another stockholder and you wish to receive a separate Proxy Statement and Annual Report or Notice of Internet Availability of Proxy Materials for each account, please contact Broadridge Financial Services, Inc. (Broadridge), toll free at 1-866-540-7095. You may also write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Any stockholder making such request will promptly receive a separate copy of the proxy materials, and separate copies of all future proxy materials. Any stockholder currently sharing an address with another stockholder, but nonetheless receiving separate copies of the materials, may request delivery of a single copy in the future by contacting Broadridge Householding Department by telephone or mail as indicated above.

	Proxy Statement Summary
	This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before casting your vote.

2025 ANNUAL MEETING INFORMATION

			Date & Time May 14, 2025 5:30 p.m. Eastern Time			Voting Stockholders of record holding our Common Stock as of the close of business on the record date, which is the close of business on March 17, 2025 (Record Date), are entitled to vote. Each share of Common Stock is entitled to one vote for each matter to be voted upon.
			Location DoubleTree Hotel 1201 Riverplace Boulevard Jacksonville, Florida			Admission To attend the Annual Meeting, you will need to bring (1) proof of ownership of Common Stock as of the Record Date and (2) a valid government-issued photo identification. If you do not have proof of ownership together with a valid government-issued photo identification, you will not be admitted to the meeting.
			Record Date Record holders of our Common Stock as of March 17, 2025 are entitled to notice of and to vote at the Annual Meeting			Admission to the Annual Meeting is limited to stockholders holding our Common Stock as of the Record Date and, one immediate family member; one individual properly designated as a stockholder’s authorized proxy holder; or one qualified representative authorized to present a stockholder proposal properly before the meeting. No cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting. The Company may implement additional security procedures to ensure the safety of the meeting attendees. Questions and Answers about the Annual Meeting can be found in Appendix A.

PROPOSALS

	MATTER						BOARD VOTE RECOMMENDATION			PAGE REFERENCE (FOR MORE DETAIL)
	Proposal 1			Elect the Board’s three nominees for Class II directors for terms expiring in 2028			FOR each nominee			13
	Proposal 2			Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors			FOR the proposal			27
	Proposal 3			Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions			FOR the proposal			28
	Proposal 4			Approve, in a non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement			FOR the proposal			30
	Proposal 5			Approve the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated			FOR the proposal			67
	Proposal 6			Ratify the appointment of Grant Thornton as our independent registered public accounting firm for 2025			FOR the proposal			76

			2025 RYAM PROXY STATEMENT						1

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

Commitment to Best Practices in

Corporate Governance

CORPORATE GOVERNANCE HIGHLIGHTS

Our corporate governance structure is designed to ensure that our Board effectively exercises its responsibilities and oversight of management’s performance in creating long-term value for our stockholders. The Board also plays a critical role in monitoring adherence to our Core Values and Cultural Cornerstones and promoting the exercise of responsible corporate citizenship. The Board values the feedback we receive from our stockholders and has taken these perspectives into account in implementing actions to broaden stockholder rights and enrich Board composition. Our leading corporate governance practices include:

	STOCKHOLDER RIGHTS
	Proposal to Declassify the Board of Directors			In multiple prior proxy statements, management submitted a proposal for stockholder approval to declassify the Board of Directors, but it did not receive the required approval. At the 2025 Annual Meeting, management is once again reintroducing the proposal for stockholders to vote on declassifying the Board.
	Proposal to Eliminate Supermajority Voting Provisions			In multiple prior proxy statements, management submitted a proposal for stockholder approval to eliminate supermajority voting provisions from the Company’s Amended and Restated Certificate of Incorporation in favor of a majority voting standard. However, the proposal did not receive the required stockholder approval. At the 2025 Annual Meeting, management is once again reintroducing the proposal for stockholders to vote on eliminating the supermajority voting provisions.
	Independent Chair of the Board			Our Board of Directors is led by an independent Chair.
	Single Voting Class			All holders of RYAM Common Stock have the same voting rights - one vote per share of stock.
	Majority Voting Standard for Director Elections			Our Amended and Restated Bylaws (Bylaws) mandate that directors be elected under a majority voting standard in uncontested elections. Each director must receive more votes “For” his or her election than votes “Against” in order to be elected.
	Director Resignation			Any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election shall tender his or her resignation. The Nominating and Corporate Governance Committee (Nominating Committee) will consider the resignation and make a recommendation to the full Board. The full Board will then decide to accept or reject the tendered resignation and publicly disclose its decision and rationale.

2

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

	BOARD COMPOSITION AND ACCOUNTABILITY
	Independence			Our Corporate Governance Principles (CGPs) require that not less than 75% of our directors be independent. At all times during 2024, 89% (eight of nine) of our directors were independent. Additionally, each of our Audit, Compensation and Management Development, Nominating and Sustainability Committees have consisted entirely of independent directors. See Director Independence section.
	Composition			The composition of the Board represents a broad mix of skills, experience, attributes, knowledge and perspectives relevant to our business. A summary of relevant director experience and qualifications can be found in the Director Qualification section. Three of our nine directors are women and one of the remaining six is racially/ethnically diverse.
	Continuous Board Refreshment			The average tenure of our directors is 6.2 years. Since 2020, the Board has appointed six new directors, representing refreshment of 67% of the current nine-member Board in that time. Eric M. Bowen is the Board’s most recent addition, having been appointed in September 2024.
	Annual Management Succession Planning Review			The Board conducts an annual review of management development and succession planning for the CEO and Company senior leadership. See Succession Planning section.
	Director Tenure			Our CGPs provide that a director is required to submit an offer of resignation for consideration by the Board upon any significant change in the director’s principal employment or personal circumstance that could adversely impact his or her reputation or the reputation of the Company. See Director Qualifications section.
	Director Overboarding Limits			Our CGPs contain provisions to ensure that each of our directors is able to dedicate the meaningful amount of time and attention necessary to be a highly effective member of the Board. A director who is not serving as CEO of a public company may serve on no more than three public company boards (in addition to our Board), and a director serving as the CEO of a public company (including our CEO) may serve on no more than two other public company boards (in addition to our Board). No director serving on the Company’s Audit Committee may also serve on the Audit Committee of more than two other public companies.
	Mandatory Stock Ownership			Directors with five or more years of tenure on the Board are required to own Company stock having an aggregate equity value equal to or greater than the sum of their annual cash retainers over the previous five years. Prior to reaching this ownership requirement, directors are required to hold all Company stock comprising their annual equity retainer.
	Annual Limit on Director Equity Awards and Cash Compensation			Our Incentive Stock Plan limits annual director awards. See Annual Limit on Director Equity Awards and Cash Compensation section.

			2025 RYAM PROXY STATEMENT						3

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE PRINCIPLES

Our Board has adopted CGPs, which govern the function, composition and operation of the Board. The CGPs establish, among other things, criteria for determining director independence and filling Board vacancies. Our CGPs are available on the Company’s website at investors.ryam.com/governance/corporate-governance-information. The Board, through its Nominating Committee, regularly reviews developments in corporate governance and best practices and modifies the CGPs, committee charters and key practices as necessary or desirable.

DIRECTOR INDEPENDENCE

The Company’s Common Stock is listed on the New York Stock Exchange (NYSE). In accordance with NYSE listing standards, the Board makes affirmative determinations annually as to the independence of each director and nominee for election as a director. To assist in making such determinations, the Board has adopted a set of Director Independence Standards which conform to or, in some cases, are more exacting than, the independence requirements set forth in the NYSE listing standards. Our Director Independence Standards are appended to the Company’s CGPs and are available at investors.ryam.com/governance/corporate-governance-information. Based on our Director Independence Standards, the Board has affirmatively determined in its business judgment that all persons who have served as directors of our Company at any time since January 1, 2024, other than Mr. Bloomquist, were independent (eight of nine directors).

INDEPENDENT CHAIR OF THE BOARD

On May 16, 2024, the Board elected an independent director, Lisa M. Palumbo, to serve as the Board’s Chair. Our Board believes that the separation of the Chair and the CEO roles is appropriate and in the best interests of our Company and its stockholders at this time. This separation recognizes the time and effort our CEO is required to devote to the strategy and day-to-day management of our business and allows our Chair to focus on governance and oversight practices that benefit the long-term interests of our stockholders.

The duties of our independent Chair include:

  Leading the Board’s oversight of the management of the Company

  Approving materials and agendas for Board meetings in consultation with other directors and management

  Presiding during stockholder meetings, Board meetings and executive sessions of the independent directors

  Facilitating communication among directors and the regular flow of information between management and directors

  Serving as principal liaison between independent directors and the CEO

  Leading independent directors in periodic reviews of the performance of the CEO

  If requested by major stockholders, ensuring he or she is available for consultation and direct communication

  Recommending independent outside advisors who report directly to the Board on material issues

  Assisting the Board and the Company’s officers in adhering to the CGPs

  In collaboration with the Nominating Committee, leading the Board’s annual self-assessment, committee assignment process and recruitment efforts

4

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

INDEPENDENT NON-MANAGEMENT DIRECTOR MEETINGS

Our independent non-management directors met separately (without the CEO or any members of management) during five regularly scheduled meetings in 2024; these meetings were each led by our Chair of the Board. Independent directors also have the opportunity to meet without management present at their respective Board committee meetings.

BOARD REFRESHMENT AND TENURE

 

Our Nominating Committee evaluates the specific personal and professional attributes of each director candidate versus those of the existing Board members to ensure the Board is well-rounded in terms of competencies, experience, attributes, personal history, background, perspective, skills and expertise. Our Board seeks representation across a range of attributes including gender, race, ethnicity, age and other factors that can enhance overall Board perspective and effectiveness. Our current Board composition well reflects the Board’s commitment to these principles. The Board has appointed six new directors since 2020, representing a refreshment rate of 67% over that period and an overall average tenure of approximately six years. The Nominating Committee evaluates the Board’s balance of skills and expertise through its annual assessment of Board structure and composition, as well as its review of the annual Board and committee performance evaluations.

BOARD EVALUATION AND ASSESSMENT

Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of our stockholders. This process also promotes good governance and helps set expectations about the relationship and interaction of the Board and management. The Board’s annual self-evaluation and assessment process, which was overseen by our Chair of the Board in 2024, is currently structured and carried out as follows:

  The Nominating Committee reviews the prior year’s process of self-evaluation and assessment for the Board and Board committees, as well as current trends and best practices.

  Under the auspices of the Nominating Committee, the Corporate Secretary facilitates the process agreed upon by the Nominating Committee. In 2024, this process consisted of preparation of suggested topics of discussion (including key events that occurred during the prior year), which were disseminated to all directors, followed by confidential interviews of each Board member by the Corporate Secretary.

  The feedback generated from the interviews is summarized by the Corporate Secretary and shared with the Chair of the Board.

  These results are then communicated in executive session to the full Board and each committee, as well as to individual directors, as appropriate, which fosters robust discussion and consensus on actions to be undertaken.

  Changes to policies and practices, as warranted, are implemented as directed by the Board.

			2025 RYAM PROXY STATEMENT						5

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

The structure of this process is reviewed annually by the Company’s Nominating Committee, which makes changes to the process as it deems appropriate in accordance with good governance practices.

SUCCESSION PLANNING

One of our Board’s primary responsibilities is to ensure that the Company has a high-performing management team. Our full Board has responsibility for management succession planning. The Board manages the succession planning process and, on an annual basis, reviews and approves succession plans for the CEO and other senior executives. This detailed process is designed to maximize the pool of qualified internal candidates who can assume top management positions. To assist with this process, the CEO annually provides our Board with an assessment of senior managers and the potential of each manager to succeed to the CEO position. The CEO also provides the Board with an assessment of persons considered potential successors to senior management positions.

OVERSIGHT OF RISK

We have a robust risk assessment and mitigation process, overseen by our Board, which includes extensive interaction among our Board, CEO and members of senior management.

 

1
See pages 25 and 26 for a summary of our Board committees’ areas of oversight, including risk oversight.

6

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

ENGAGEMENT BY MANAGEMENT AND OUR BOARD WITH OUR

STOCKHOLDERS

	INVESTMENT COMMUNITY OUTREACH Calls, meetings and other personal engagements			>300

	STOCKHOLDER ENGAGEMENT Percentage of Common Stock reached out to/spoken with, through calls, meetings and other personal engagements			~61%/~22%

	ANNUAL MEETING ENGAGEMENT Percentage of Common Stock represented by vote at the 2024 Annual Meeting			82%

Stockholder Engagement Overview

Our Board and management value and rely upon our stockholders’ perspectives. To help ensure we understand and focus on the priorities that matter most to our stockholders, our directors and senior management proactively conduct thorough and extensive investor outreach throughout the year. In addition to discussing business results and initiatives, strategy and capital structure, we engage with investors on various other matters integral to our business and the Company, such as governance practices, executive compensation and sustainability.

Specific Ways We Engaged with Stockholders in 2024

In 2024, we reached out to stockholders representing approximately 61% of our issued and outstanding shares. We met and directly engaged stockholders representing approximately 22% of our outstanding shares, either in person or via teleconference. We conducted quarterly earnings calls that were open to all investors, including analysts covering our Company, whom we invited to ask questions.

Furthermore, we engaged with leading proxy advisors who serve our investors and participated in nine industry conferences and events in 2024. Our independent directors remained actively involved in our investor engagement endeavors. The feedback gathered during these interactions was carefully evaluated and considered by our Board and management.

A key focus of our outreach was to continue our dialogue with investors regarding the Company’s strategy, including optimizing the balance sheet by reducing debt and leveraging growth opportunities through its biomaterial investments. This is discussed in more detail below and in the Compensation Discussion and Analysis section.

Stockholders and other interested parties who would like to communicate with one or more members of the Board, a Board committee, the Chair of the Board or the independent non-management directors as a group may do so by writing to any such party at RYAM, c/o Corporate Secretary, 1301 Riverplace Boulevard, Suite 2300, Jacksonville, Florida 32207. All communications received will be forwarded to the intended recipient(s).

			2025 RYAM PROXY STATEMENT						7

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

STANDARD OF ETHICS AND CODE OF CORPORATE CONDUCT

The Company’s Standard of Ethics and Code of Corporate Conduct (Code of Conduct) is available on the Company’s website at investors.ryam.com/governance/corporate-governance-information. Any waivers or amendments to the Code of Conduct will also be available on the Company’s website.

SUSTAINABILITY FOCUS

RYAM’s commitment to sustainability is closely aligned with our vision to further enhance and leverage our sustainable business model – transforming renewable materials into remarkable products to help meet the ever-growing global demand for customized high performing, sustainable materials.

We invite you to visit our Sustainability page on RYAM.com for the latest disclosures and updates – RYAM.com/sustainability.

The information on our website, including our 2023 Sustainability Report, is not part of, and is not incorporated by reference into, this Proxy Statement.

8

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

DIRECTOR COMPENSATION

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant time commitment and the skills and experience level necessary for directors to fulfill their duties.

The Nominating Committee’s annual compensation review includes a periodic analysis of data, comparing the Company’s director compensation levels against a compensation comparison peer group of publicly held companies. Frederick W. Cook & Co., Inc. (F W Cook), the Board’s independent compensation consultant, provides the Nominating Committee with advice and recommendations on the composition of the peer group (the same peer group used by our Compensation and Management Development Committee (Compensation Committee) for executive compensation benchmarking purposes, as discussed in the Compensation Discussion and Analysis section) and broad market survey data used for benchmarking our director compensation program. The Nominating Committee uses the information provided by F W Cook, as well as other data, to reach its recommendation regarding compensation to be paid to our directors. The Nominating Committee’s recommendation is then provided to the full Board for review and final approval.

Our directors are subject to minimum stock ownership and stock retention requirements, as discussed in the Director Mandatory Stock Ownership and Retention Requirements section below.

2024/2025 Cash Compensation

Non-management director compensation is set by the Board after considering the recommendation of the Nominating Committee. For the twelve-month 2024-2025 director compensation period, which ends with the 2025 Annual Meeting, each non-management director receives the following cash compensation (which is prorated for partial year service):

  Annual cash retainer of $85,000, payable in equal quarterly installments

  Additional annual cash retainers of $20,000 for the Audit Committee Chair, and $15,000 for each of the Compensation, Finance, Nominating and Sustainability Committee Chairs, payable in equal quarterly installments. No such additional retainer is payable to the Sustainability Committee Chair when such position is held by the then-current independent Chair of the Board; and

  Additional annual cash retainer for the independent Chair of the Board of $100,000, payable in equal quarterly installments

Annual Equity Awards

For the 2024-2025 period, on May 16, 2024, each non-management director received a restricted stock unit (RSU) award equivalent to $115,003 based on a nominal per share value of $7.00 (which is prorated for partial year service), to vest on May 16, 2025 if the director has not voluntarily left the Board prior to such date (other than due to the director’s death or disability or in the event of other extraordinary circumstances as determined by the Nominating Committee).

Dividends (if any) on the RSU award accrue in a separate account and are paid upon vesting, together with interest thereon at a rate equal to the Prime Rate as reported in The Wall Street Journal, adjusted and compounded annually as of each December 31 (the Prime Rate).

Annual Limit on Director Equity Awards and Cash Compensation

Our current Equity Incentive Stock Plan caps annual equity awards together with cash compensation to each director at not more than $400,000 per year.

			2025 RYAM PROXY STATEMENT						9

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

Cash Fees Deferral Plan

Directors may defer up to 100% of their cash compensation. Any deferred amounts are paid to the director in a single lump sum on the conclusion of the director’s term or upon termination as a director. Any deferred amounts earn interest at a rate equal to the Prime Rate.

Director Mandatory Stock Ownership and Retention Requirements

Directors with five or more years of tenure on the Board are required to own Company stock having an aggregate equity value equal to or greater than the sum of their annual cash retainers over the previous five years. Prior to reaching this ownership requirement, directors are required to hold all Company stock comprising their annual equity retainer. As of March 17, 2025, each of our directors is in compliance with our stock ownership and retention guidelines.

2024 Director Compensation Table

The following table provides compensation information for the one-year period ended December 31, 2024, for all individuals serving on our Board at any time from January 1, 2024, until December 31, 2024.

	NAME			FEES EARNED OR PAID IN CASH ($)			STOCK AWARDS ($)(1)			ALL OTHER COMPENSATION ($)			TOTAL ($)
	Charles E. Adair(2)			53,338			115,003(3)(4)			-			​168,341
	De Lyle W. Bloomquist(5)			-			-			-			-
	Eric M. Bowen			36,663			78,352(6)			-			​115,015
	Julie A. Dill			100,000			115,003(3)			-			215,003
	Charles R. Eggert			85,000			115,003(3)			-			200,003
	James F. Kirsch			100,000			115,003(3)			-			215,003
	David C. Mariano			85,000			115,003(3)			-			200,003
	Lisa M. Palumbo			185,000			115,003(3)			-			300,003
	Ivona Smith			100,000			115,003(3)			-			215,003
	Bryan D. Yokley			100,000			115,003(3)			-			215,003

(1)
Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 17 Incentive Stock Plans included in the notes to consolidated financial statements in our 2024 Annual Report on Form 10-K.

(2)
Mr. Adair retired from the Board effective September 8, 2024.

(3)
On May 16, 2024, each non-management director (except Mr. Bowen) was granted a RSU award equivalent to $115,003 which, based on a nominal share price of $7.00 per share, corresponded to 16,429 RSUs after rounding (because the Company does not issue fractional shares or units for director equity awards). The aggregate number of RSUs outstanding on December 31, 2024 for each of Ms. Dill, Ms. Palumbo, Ms. Smith and Messrs. Adair, Eggert, Kirsch, Mariano and Yokley were 16,429.

(4)
In accordance with the terms of the May 16, 2024 non-management director RSU grant, given the specific circumstances of Mr. Adair’s resignation, the Nominating Committee approved allowing Mr. Adair’s RSU grant to continue to vest on May 16, 2025, at which time Mr. Adair will receive the underlying shares of RYAM Common Stock.

(5)
Mr. Bloomquist, as an executive officer of the Company, was not compensated for his service as a director. See the Summary Compensation Table for compensation information relating to Mr. Bloomquist during 2024.

(6)
Mr. Bowen joined the Board on September 9, 2024 and was granted a RSU award on September 9, 2024 equivalent to $78,352 which, based on a grant date fair value of $7.36, corresponded to 10,646 RSUs after rounding (because the Company does not issue fractional shares or units for director equity awards). The aggregate number of RSUs outstanding on December 31, 2024 for Mr. Bowen was 10,646.

10

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

ANTI-HEDGING/ANTI-PLEDGING POLICY

We have adopted a stringent anti-hedging and anti-pledging policy that applies to all (1) employees of the Company who are officers, (2) directors and (3) immediate family members of employees who are officers and directors and other members of their households, as well as entities controlled by any of them. Under our policy, the Company may also designate, from time to time, in our discretion, other key employees to be subject to our anti-hedging policy.

The policy precludes all hedging or other offsetting of any potential decrease in the market value of the Company’s equity securities as well as pledging of Company securities. Although not limited to these specific types of transactions, under the Company’s policy, the following are specifically prohibited:

  Short sales

  Trading in options

  Hedging transactions of all types, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds

  Pledges of Company securities, such as collateral for margin loans or margin accounts

  Standing or limit orders, unless under a Rule 10b5-1 plan that meets all requirements of the Company’s applicable policy and is approved by the Company’s Corporate Secretary

RELATED PERSON TRANSACTIONS

Our Board has adopted a written policy designed to minimize potential conflicts of interest in connection with Company transactions with related persons. Our policy defines a “Related Person” to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A “Related Person Transaction” is defined as a transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000 and a Related Person has or will have a direct or indirect material interest.

To implement the policy, each year a Related Person list is compiled based on information obtained from our annual Director and Officer Questionnaires and, after review and consolidation by our Corporate Secretary, is provided to business unit, accounts payable, accounts receivable, financial, legal and communications managers and other persons responsible for purchasing or selling goods or services for the Company. Prior to entering into any transaction with a Related Person, the manager responsible for the potential transaction, or the Related Person, must provide notice to the Corporate Secretary setting out the facts and circumstances of the proposed transaction. If the Corporate Secretary determines the transaction would constitute a Related Person Transaction, it is then submitted for consideration by the Audit Committee, which will approve only those transactions determined to be in, or not inconsistent with, the best interests of the Company and its stockholders. In reviewing Related Person Transactions, the Audit Committee considers:

  The Related Person’s relationship to the Company and interest in any transaction with the Company

  The material terms of a transaction with the Company, including the type and amount

  The benefits to the Company of any proposed or actual transaction

  The availability of other sources of comparable products and services that are part of a transaction with the Company; and

  If applicable, the impact on a director’s independence

In the event we become aware of a completed or ongoing Related Person Transaction that has not been previously approved, it is promptly submitted to the Audit Committee for evaluation and, if deemed appropriate, ratification.

			2025 RYAM PROXY STATEMENT						11

 

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

 

In addition, each year the persons and entities identified as Related Persons are matched against the Company’s accounts payable and accounts receivable records to determine whether any Related Person participated in a transaction with the Company, regardless of the amount involved. A report of all such transactions is prepared by the Corporate Secretary and reviewed with the Audit Committee to determine if any would constitute a Related Person Transaction under our policy or would require proxy statement disclosure under applicable SEC rules and regulations. After conclusion of this process, the Audit Committee did not identify any Related Person Transactions occurring in 2024 that would require proxy statement disclosure.

12

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

Proposal 1 - Election of Directors

Our Board is responsible for establishing overall corporate policy and for overseeing management and the ultimate performance of the Company. Our Board reviews strategy and significant developments affecting the Company and acts on matters requiring Board approval. Our Board held 11 meetings during 2024 and each director attended at least 75% of the combined total of all (i) Board meetings and (ii) meetings of committees of the Board of which the director was a member during his or her tenure as a Board member.

Our Board currently consists of nine directors divided into three classes (I, II and III) serving staggered three-year terms. Directors for each class will be voted on at the annual meeting of stockholders held in the year in which the term for that class expires and, after election, will serve for a term of three years. The terms of the Class I directors will expire at the 2027 Annual Meeting of Stockholders (and such directors are nominees for election at such Annual Meeting), the terms of the Class II directors will expire at the 2025 Annual Meeting of Stockholders and the terms of the Class III directors are set to expire at the 2026 Annual Meeting of Stockholders.

Accordingly, stockholders are being asked to vote on the election of the three Class II directors, each to serve until their successors are duly elected and qualified at the 2028 Annual Meeting of Stockholders. Each of the nominees has consented to stand for election. Our Board has no reason to believe any nominee will be unable to serve as a director. If, however, a nominee should be unable to serve at the time of the 2025 Annual Meeting of Stockholders, Common Stock properly represented by valid proxies will be voted for a substitute nominee nominated by the Board. Alternatively, our Board may either allow the vacancy to remain unfilled until an appropriate candidate is located or may reduce the authorized number of directors on our Board to eliminate the unfilled seat.

If any incumbent nominee for director should fail to receive the required affirmative vote of a majority of the votes cast with regard to his or her election, then under Delaware law (the Company’s state of incorporation), the director would remain in office as a holdover director until a successor is elected or the director resigns, retires or is otherwise removed. In such a situation, our CGPs require the director to tender his or her resignation to our Board. The Nominating Committee would then consider such resignation and make a recommendation to our Board as to whether to accept or decline the resignation. Our Board would then make a determination and publicly disclose its decision and rationale within 90 days after receipt of the tendered resignation.

DIRECTOR QUALIFICATIONS

In identifying and evaluating potential nominees, our Nominating Committee seeks individuals who have the experience, skills, knowledge, expertise and personal and professional integrity to be effective, in conjunction with our other Board members, in collectively serving the long-term interests of our stockholders. Criteria for Board membership is periodically evaluated by the Nominating Committee taking into account the Company’s strategy, objectives, markets, operations, regulatory environment and other relevant factors, as well as changes, if any, in applicable laws and NYSE listing standards.

We believe the members of our Board have the optimal mix of relevant and diverse experience, qualifications, attributes and skills given the Company’s business, together with demonstrated integrity, judgment, leadership and collegiality, to effectively advise and oversee management in executing our strategy.

Each of the directors listed below, including the three nominees for election, has experience as a senior executive and is serving or has served as a director of one or more private or public companies and on a variety of board committees. As such, each has experience in many of the following areas, which are critical to the conduct of the Company’s business: strategy development and implementation; global operations; risk assessment and management; accounting and financial reporting; internal controls; capital markets and corporate finance; innovation and new product development, particularly in biomaterials, the evaluation, compensation, motivation and retention of senior executive talent; public policy as it impacts global industrial companies; compliance program oversight; and corporate governance. Many of the directors also bring insights into specific end markets

			2025 RYAM PROXY STATEMENT						13

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

and geographic regions that are important to the Company. Our directors collectively provide a range of perspectives, experiences and competencies well-suited to providing advice and counsel to management and to overseeing the Company’s business and operations. See the Director Skills and Experience Matrix.

A biography of each member of the Company’s Board, including the three nominees for election, is set forth below, along with a statement of each director’s qualifications to serve on the Board.

			The Board of Directors recommends that you vote “FOR” each of its three nominees named below for election to the Board of Directors for a term to expire at the 2028 Annual Meeting of Stockholders.

14

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF THE

THREE NOMINEES FOR ELECTION TO THE BOARD OF

DIRECTORS

Class II, Terms to Expire in 2028, if Re-elected

	LISA M. PALUMBO			AGE: 67			DIRECTOR SINCE: 2014
	Ms. Palumbo served as Senior Vice President, General Counsel, and Secretary of Parsons Brinckerhoff Group Inc., a global consulting firm specializing in planning, design, construction, and program management services for critical infrastructure projects, from 2008 until her retirement in January 2015.   Prior to that, she held the role of Senior Vice President, General Counsel, and Secretary at EDO Corporation, a defense technology company, from 2002 to 2008. In 2001, she served as Senior Vice President, General Counsel, and Secretary of Moore Corporation. From 1997 to 2001, Ms. Palumbo was Vice President, General Counsel, and Secretary of Rayonier Inc., and from 1987 to 1997, she served in positions of increasing responsibility, including Assistant General Counsel and Assistant Secretary, at Avnet, Inc., a global distributor of technology products.   Ms. Palumbo earned both her bachelor’s and juris doctorate degrees from Rutgers University.						EXPERIENCE: With more than 28 years of legal experience across international, public, and private companies, Ms. Palumbo brings significant expertise in law, corporate governance, mergers and acquisitions, enterprise risk management, health and safety, and compliance. Her diverse background, combined with her prior experience as General Counsel of Rayonier Inc., uniquely positions her to provide valuable insights to our Board regarding the Company’s business and to support the Board’s oversight of the Company’s risk management, legal, and compliance responsibilities.

			2025 RYAM PROXY STATEMENT						15

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	IVONA SMITH			AGE: 55			DIRECTOR SINCE: 2020
	Ms. Smith has been an advisor with Drivetrain LLC, an independent fiduciary services firm, since 2016. Prior to joining Drivetrain, she served as Managing Director at Fair Oaks Capital LP, an investment advisory firm, from 2014 to 2016. She was also the Co-Founder of Restoration Capital Management LLC, an investment advisory firm, where she worked from 2001 to 2012, and Co-Portfolio Manager at Tribeca Investments, LLC, the broker/dealer division of Citigroup/Traveler’s, from 1999 to 2000.   Earlier in her career, Ms. Smith held roles as an auditor, analyst, and financial consultant at various accounting and investment banking firms, including Kidder Peabody and Ernst & Young.   Ms. Smith has also served on several boards, including Peer Street, Inc. (April 2023-May 2024), Vintage Wine Estates, Inc. (June-August 2024), 2U, Inc. (May-September 2024) and The Weinstein Company (2018–2021), where she contributed during its sale and wind-down process.   She holds a bachelor’s degree in finance from Fordham University and an MBA from NYU Stern School of Business.						EXPERIENCE: Ms. Smith brings comprehensive expertise in finance, capital markets, restructuring, and accounting, gained through her work with senior management teams and her role as a fiduciary to the investment community, including serving as an independent director for various companies. With over 25 years of experience investing in and advising companies navigating operational or financial challenges, she is particularly well-equipped to contribute to the Board’s oversight of the Company’s capital structure, financial performance, auditing, external auditors, and controls over financial reporting.

	BRYAN D. YOKLEY			AGE: 63			DIRECTOR SINCE: 2023
	Mr. Yokley served as an Audit Partner at Ernst & Young Global Limited, a global leader in assurance, tax, information technology, consulting, and advisory services, from 2001 until his retirement in June 2022. Prior to that, he served as Chief Financial Officer of World Access, Inc. from 1999 to 2021, and from 1997 to 1999, he was an Audit Partner at Ernst & Young.   Mr. Yokley also completed a fellowship with the Financial Accounting Standards Board (FASB) in Connecticut from 1995 to 1997. Earlier in his career, he worked as an auditor for Arthur Young (which merged with Ernst & Young in 1989) from 1984 to 1995.   Mr. Yokley is a Certified Public Accountant (inactive) and holds a bachelor’s degree in business administration from the University of Alabama.						EXPERIENCE: Mr. Yokley brings over 40 years of managerial, financial, and accounting experience, working extensively with senior management, audit committees, and boards of directors of public companies. His deep experience and financial expertise uniquely position him to contribute meaningfully to the Board’s oversight of the Company’s financial performance, auditing processes, external auditors, and controls over financial reporting.

16

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

Class I, Terms to Expire in 2027

	ERIC M. BOWEN			AGE: 53			DIRECTOR SINCE: 2024
	Mr. Bowen has served on the Advisory Board of Terviva, Inc., a private California company focused on developing a novel tree crop for biofuel, feed, and food markets, since November 2022. Prior to joining the Terviva Advisory Board, Mr. Bowen held various leadership roles at Renewable Energy Group, Inc. (NASDAQ: REGI), a leading US renewable diesel and biodiesel company, from 2010 until its sale to Chevron in June 2022. Mr. Bowen worked at the newly formed Chevron Renewable Energy Group business unit for several months following the acquisition, with a focus on integration and strategic matters. Prior to the acquisition by Chervon, Mr. Bowen served as General Counsel, Corporate Secretary, and Vice President of Strategy (April 2020–June 2022) at Renewable Energy Group, and before that he served as Vice President of Corporate Business Development & Legal Affairs (January 2013–April 2020) as well as head of the REGI Life Sciences business unit (January 2014–May 2019).   Before his tenure at REGI, Mr. Bowen was the Founder, President, and CEO of Tellurian Biodiesel, Inc., a California-based leader in waste-based, low-carbon fuel production, which was acquired by REGI in 2010. Additionally, he served as a director of Forge Hydrocarbons (November 2013–October 2022) and Hydrogen Works (December 2021–July 2024).   Mr. Bowen earned his juris doctorate degree from the University of California, Berkeley, and a Bachelor of Arts (B.A.) from the University of Oregon Honors College.						EXPERIENCE: With a proven track record of driving innovation and growth in sustainable energy markets and over two decades of leadership experience in the renewable fuels sector, Mr. Bowen brings substantial expertise in corporate strategy, legal affairs, and business development. His extensive background, including international operations, board service with companies focused on advanced biofuels and renewable technologies, uniquely positions him to contribute to the Board’s oversight of the Company’s innovation, business development, and sustainability initiatives.

			2025 RYAM PROXY STATEMENT						17

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	JULIE A. DILL			AGE: 65			DIRECTOR SINCE: 2018
	Ms. Dill most recently served as the Chief Communications Officer for Spectra Energy Corp. (Spectra), which operated in three key areas of the natural gas industry: transmission and storage, distribution, and gathering and processing, from 2013 until Spectra’s merger with Enbridge, Inc. in February 2017. Prior to that, she served as Group Vice President of Strategy for Spectra and as President and CEO of Spectra Energy Partners, LP (NYSE: SEP) from 2012 to 2013. Earlier, she was President of Union Gas Limited from 2007 to 2011. Ms. Dill also held various financial and operational roles with Duke Energy, Duke Energy International, and Shell Oil Company.   Ms. Dill currently serves on the Board of Directors of Sterling Infrastructure, Inc., Centuri Holdings and Southern Star Central Gas Pipeline. She is also a member of the Board of Directors of the Tri-Cities Chapter of the National Association of Corporate Directors (NACD), serves on the Advisory Council for the College of Business and Economics at New Mexico State University, and sits on the Community Relations Committee of the Health System Board of Memorial Hermann Hospital.   Previously, Ms. Dill served on the advisory board of Centuri Group (2018–2024) and the Boards of Directors of QEP Resources, Inc. (2013–March 2021), InterPipeline Ltd. (2018–August 2021), and Spectra Energy Partners, LP (2012–February 2017).   Ms. Dill holds a Bachelor of Business Administration (B.B.A.) from New Mexico State University, is a graduate of the Advanced Management Program at Harvard University, holds the NACD Directorship Certification, and has earned a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University.						EXPERIENCE: With her broad experience as the President and CEO of a publicly traded energy company, her strong financial expertise, investor relations, and communications acumen, and more than 35 years in the energy industry, including significant experience in Canada, Ms. Dill brings valuable insight and knowledge to our Board. Her background enhances the Board’s oversight of the Company’s internal operations, investor relations, and communications strategies.

18

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	JAMES F. KIRSCH			AGE: 67			DIRECTOR SINCE: 2014
	Mr. Kirsch served as the Chairman, President, and CEO of Ferro Corporation, a leading producer of specialty materials and chemicals, from 2006 to 2012. He joined Ferro in October 2004 as President and Chief Operating Officer, was appointed CEO and Director in November 2005, and was elected Chairman in December 2006.   Prior to his time at Ferro, Mr. Kirsch served as President of Quantum Composites, Inc., a manufacturer of thermoset molding compounds, parts, and sub-assemblies for the automotive, aerospace, electrical, and HVAC industries, from 2002 to 2004. From 1999 to 2002, he was President and a Director of Ballard Generation Systems, Inc., as well as Vice President of Ballard Power Systems Inc., based in Burnaby, British Columbia, Canada.   Mr. Kirsch began his career at The Dow Chemical Company, where he spent 19 years in roles of increasing responsibility, including Global Business Director of Propylene Oxide and Derivatives and Global Vice President of Electrochemicals.   He has also served as a director of GCP Applied Technologies Inc. (2018–2020), Cleveland-Cliffs, Inc. (formerly Cliffs Natural Resources, Inc.), where he was a director from March 2010 to August 2014 and Executive Chairman from January 2014 to August 2014.   Mr. Kirsch is a graduate of The Ohio State University.						EXPERIENCE: Mr. Kirsch brings extensive senior management experience with major organizations operating internationally, along with substantial expertise in specialty materials and chemicals. As a former Chairman, President, and CEO of a NYSE-listed company, he provides significant senior leadership experience, which greatly enhances the contributions he makes to our Board and the committees on which he serves.

			2025 RYAM PROXY STATEMENT						19

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

Class III, Terms to Expire in 2026

	DE LYLE W. BLOOMQUIST			AGE: 66			DIRECTOR SINCE: 2014
	Mr. Bloomquist is President and Chief Executive Officer of the Company, a position he has held since May 28, 2022. He is also a partner for Windrunner Management Advisors LLC (a management advisory services business). He retired in March 2015 as President, Global Chemical Business of Tata Chemicals Limited (an international inorganic chemical and fertilizer manufacturing company), a position he held since 2009. Previously, he served as President and Chief Executive Officer (CEO) of General Chemical Industrial Products Inc. (which was acquired by Tata Chemicals Limited in 2008) from 2004 to 2009. Prior to that, Mr. Bloomquist served at General Chemical Group Inc. in positions of increasing responsibility from 1991 to 2004, including Division Vice President and General Manager, Industrial Chemicals and Vice President and Chief Operating Officer. Mr. Bloomquist serves on the Board of Directors of Sisecam Wyoming LLC (f/k/a Ciner Wyoming LLC) and Evoq Nano, Inc. He is currently a partner for Ranch Estates LLC (a real estate developer) and WC Tucson I LLC (a real estate developer).   Mr. Bloomquist also served as a director of Crystal Peak Minerals (f/k/a EPM Mining Ventures Inc. from October 2011 to November 2021, PDS Biotechnology Corporation (f/k/a Edge Therapeutics Inc.) from December 2006 to March 2019, Scientia Vascular LLC from October 2017 to May 2021, Huber Engineered Materials from July 2010 to November 2020, Vivos Therapeutics Inc., from April 2018 to March 2019, and Costa Farms, Inc. from July 2016 to July 2017. He also serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University and on the Board of Advisors for Sonoran Capital.   Mr. Bloomquist is a graduate of Brigham Young University and holds an MBA from Carnegie Mellon University.						EXPERIENCE: As a result of Mr. Bloomquist’s service as the Company’s President and CEO and his over 25 years of domestic and international experience in the chemicals, minerals and materials industries, including in the areas of finance, sales, logistics, operations, IT, strategy and business development, as well as CEO and other senior leadership experience, he has developed valuable business, management and leadership experience. We believe Mr. Bloomquist’s depth and breadth of experience and expertise in these industries makes him particularly well-suited to help lead the Board’s consideration of operational and strategic decisions and manage the Company’s business.

20

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	CHARLES R. EGGERT			AGE: 71			DIRECTOR SINCE: 2022
	Mr. Eggert has served as an Operating Partner at iSelect Fund Management, a venture capital firm focused on early-stage agriculture, food, nutrition, and wellness growth companies, since 2019. Prior to this, he was an Operating Partner for Arsenal Capital Partners, a private equity firm specializing in building value for specialty chemical and healthcare service companies, from 2016 to 2019. During his tenure at Arsenal, he also served as a Board member for portfolio companies Spartech LLC, Chroma Color Corporation, and Meridian Adhesives Group.   Mr. Eggert served as President and CEO of Solvaira Specialties, one of Arsenal’s portfolio companies from 2016 to 2017, and as CEO and a member of the Board of Directors of OPX Biotechnologies, Inc., a renewable chemicals company from 2008 to 2014. He also held several key roles at the National Starch and Chemical business of ICI PLC from 1999 to 2008, including Group Vice President, Specialty Polymers. From 1997 to 1999, he was Vice President of Marketing and Sales at Engelhard Corporation, and from 1977 to 1997, he held roles of increasing responsibility at Monsanto Company, spanning R&D, manufacturing, business development, and marketing.   Mr. Eggert served on the Board of Directors of CP Kelco from 2020 to 2024.   He earned an MBA in Marketing and Finance from Washington University in St. Louis, a master’s degree in Biochemical Engineering from the University of Minnesota, and a bachelor’s degree in Chemical Engineering from Washington University.						EXPERIENCE: With a proven track record of driving growth through strategic leadership and operational transformation in the global specialty chemicals and food ingredients industries, combined with his venture capital experience in identifying investments and developing value creation strategies for early-stage companies, Mr. Eggert is uniquely qualified to contribute to the Board’s oversight of the Company’s innovation, new product development, and business growth initiatives.

			2025 RYAM PROXY STATEMENT						21

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	DAVID C. MARIANO			AGE: 62			DIRECTOR SINCE: 2020
	Mr. Mariano is the Managing Director of DCM Capital, a private investment firm with holdings in the equity and debt of public and private companies, a position he has held since founding the firm in 2011. From 1998 to 2011, he served as Managing Partner of Wellspring Capital Management, a registered investment advisor specializing in turnaround and restructuring opportunities across various industries. During this time, he also served as Executive Chairman of the Board of Neucel Specialty Cellulose, a manufacturer of dissolving wood pulp products, including high-purity specialty cellulose and viscose pulps, from 2006 to 2011.   Earlier in his career, Mr. Mariano was a Managing Director at the Blackstone Group and a Senior Manager at Ernst & Young.   Mr. Mariano holds a bachelor’s degree in economics from Gustavus Adolphus College and an MBA from Duke University.						EXPERIENCE: Mr. Mariano brings over 35 years of experience in investing in, managing, and advising global businesses, with a particular focus over the past 18 years in the dissolving wood pulp industry. He also has significant expertise in capital markets, restructurings, and value-creating transactions. Additionally, as a significant stockholder of the Company, currently holding approximately 1.39% of its Common Stock, Mr. Mariano’s perspective aligns closely with the interests of our stockholders.

22

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

DIRECTOR SKILLS AND EXPERIENCE MATRIX

The table below shows the skills and experience that each director brings to the Board.

 

			2025 RYAM PROXY STATEMENT						23

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

DIRECTOR NOMINATION PROCESS

Potential director candidates may come to the attention of the Nominating Committee through current directors, management, business leaders, stockholders and others. The Nominating Committee also has, from time to time, utilized independent third-party search firms to identify potential director candidates and may do so in the future. Our Nominating Committee will consider director nominees submitted by stockholders based on the same criteria used in evaluating candidates for Board membership identified from any other source. The directions for stockholders to submit director nominations for the 2026 Annual Meeting of Stockholders are set forth in Appendix A under When Are Stockholder Proposals for the 2026 Annual Meeting of Stockholders Due? An independent third-party search firm assisted in the identification and evaluation of Mr. Bowen.

FORMAL DIRECTOR ONBOARDING PROCESS

Upon joining the Board, new directors receive a comprehensive orientation and formal onboarding process to facilitate their transition onto the Board. Our onboarding process familiarizes new directors with the Company’s businesses, strategic plans, governance program, Board policies and the director’s responsibilities on assigned Board committees. New directors hold meetings with the Company’s senior leadership and key management team members to learn about the Company and its opportunities, challenges and risks and participate in site visits to learn about our manufacturing, quality and supply chain operations. Based on feedback received, we believe this onboarding program, coupled with participation in regular Board and Board committee meetings, provides new directors with a strong foundation in our Company’s business and accelerates their ability to fully engage in Board discussions.

DIRECTOR ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS

Directors are encouraged to attend each Annual Meeting of Stockholders. At the 2024 Annual Meeting of Stockholders, all directors were in attendance.

24

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has five standing committees, each of which operates under a written charter available on the Company’s website at investors.RYAM.com/governance/corporate-governance-information.

	AUDIT						NUMBER OF MEETINGS IN 2024: 8
	This committee advises the Board and oversees our accounting and financial reporting policies, processes and systems, as well as our systems for internal control, including:						CURRENT MEMBERS: Bryan D. Yokley, Chair Eric M. Bowen Charles R. Eggert David C. Mariano
				overseeing financial reporting, controls and audit performance
				monitoring and oversight of the independence and performance of our independent registered public accounting firm, with responsibility for such firm’s selection, evaluation, compensation and, if applicable, discharge
				approving, in advance, all of the audit and non-audit services provided to the Company by the independent registered public accounting firm
				facilitating open communication among the Board, senior management, internal audit and the independent registered public accounting firm
				overseeing our enterprise risk management, cybersecurity and legal compliance and ethics programs, including our Standard of Ethics and Code of Corporate Conduct

	COMPENSATION AND MANAGEMENT DEVELOPMENT						NUMBER OF MEETINGS IN 2024: 4
	This committee oversees the compensation and benefits of senior-level employees, including:						CURRENT MEMBERS: Julie A. Dill, Chair David C. Mariano Lisa M. Palumbo Bryan D. Yokley
				evaluating senior executive performance, succession planning and development matters
				establishing executive compensation
				reviewing and approving the Compensation Discussion and Analysis included in the annual proxy statement
				recommending compensation actions regarding our CEO for approval by non-management directors of the Board
				approving individual compensation actions for all senior executives other than our CEO

	FINANCE AND STRATEGIC PLANNING						NUMBER OF MEETINGS IN 2024: 5
	This committee advises the Board with regard to capital strategy, financial matters and strategic planning, including:						CURRENT MEMBERS: James F. Kirsch, Chair De Lyle W. Bloomquist David C. Mariano Ivona Smith
				reviewing the Company’s capital structure and capital allocation priorities, policies and guidelines
				advising management with respect to development of the Company’s strategic planning process
				providing review and oversight with respect to significant financings and banking relationships
				reviewing and recommending the registration, issuance and redemption of Company equity securities and evaluating the Company’s dividend policy
				overseeing the financial performance of the assets invested in our pension and savings plans and reviewing employee benefits
				ensuring robust focus on growth through innovation and new products
				providing oversight with respect to the Company’s tax strategy, hedging policies and financial aspects of insurance program

			2025 RYAM PROXY STATEMENT						25

 

PROPOSAL 1-ELECTION OF DIRECTORS

 

	NOMINATING AND CORPORATE GOVERNANCE						NUMBER OF MEETINGS IN 2024: 3
	This committee advises the Board with regard to Board structure, composition and governance, including:						CURRENT MEMBERS: Ivona Smith, Chair Julie A. Dill James F. Kirsch
				establishing criteria for Board nominees and identifying qualified individuals for nomination to become Board members, including engaging advisors to assist in the search process where appropriate and considering potential nominees recommended by stockholders
				recommending the structure and composition of Board committees
				overseeing evaluation of Board and committee effectiveness
				recommending director compensation and benefits programs to the Board
				overseeing our corporate governance structure and practices, including our CGPs
				reviewing and approving changes to the charters of the other Board committees

	SUSTAINABILITY						NUMBER OF MEETINGS IN 2024: 3
	This committee advises the Board with regard to Environmental, Social and Governance (ESG) matters, including:						CURRENT MEMBERS: Lisa M. Palumbo, Chair Eric M. Bowen Charles R. Eggert
				overseeing the Company’s environmental sustainability initiatives, performance and targets
				overseeing the Company’s strategy and performance with respect to social matters including health and safety, and diversity and inclusion
				providing input to management on and overseeing the Company’s identification, assessment and management of risks associated with the environmental and social matters
				reviewing the Company’s Sustainability Report and other ESG-related disclosures such as climate-related metrics and targets
				engaging with and monitoring feedback and expectations of key investors, advisors and other stakeholders with respect to ESG topics

The Nominating Committee and Board annually review the Company’s committee structure and may make changes in accordance with best governance practices, the optimal operation of the Board and the best interests of the Company and its stockholders.

26

 

PROPOSAL 2 – APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

 

Proposal 2 – Approval of Amendment to Amended and Restated Certificate of Incorporation to Declassify the Board of Directors

The Company’s Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation) currently provides for a classified board of directors divided into three classes, with each class elected for staggered three-year terms. This structure was originally implemented at the time of the Company’s spin-off in 2014, to provide stability and continuity as the Company established its strategic direction.

The Nominating Committee and the Board regularly review the Company’s governance structure and practices. Following careful consideration, and taking into account outcomes in prior years, our Board has determined that declassifying the Board continues to be in the best interests of the Company and its stockholders.

The proposed amendment to the Certificate of Incorporation would phase out the classified structure over a three-year period, beginning at the 2026 Annual Meeting of Stockholders. Directors elected in 2026 and thereafter would serve one-year terms, with full implementation of annual elections by the 2028 Annual Meeting. This amendment would not alter the current terms of our directors, meaning those elected at the 2025 Annual Meeting would still serve three-year terms, even if the proposal is approved.

Upon stockholder approval, the amendment would become effective upon the Company’s filing of a Certificate of Amendment with the Secretary of State of the State of Delaware. The amendment would not change the number of directors or the Board’s authority to adjust that number and fill any vacancies.

Additionally, under Delaware law, directors on a classified board may only be removed for cause unless otherwise specified in the Certificate of Incorporation. The proposed amendment would allow for removal of directors with or without cause once the Board is fully declassified as of the 2028 Annual Meeting.

The full text of the proposed amendment is included in Appendix B to this Proxy Statement. Pursuant to the Certificate of Incorporation, approval of this amendment requires the affirmative vote of the holders of not less than 80% of the outstanding shares of stock entitled to vote generally in the election of directors on the Record Date. If approved, the Board will also implement necessary conforming changes to the Company’s Bylaws and Corporate Governance Principles.

			The Board of Directors recommends a vote “FOR” the management proposal to amend the Certificate of Incorporation to declassify the Board of Directors and implement annual elections of directors.

			2025 RYAM PROXY STATEMENT						27

 

PROPOSAL 3 – APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS

 

Proposal 3 – Approval of Amendment to Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions

The Company’s Certificate of Incorporation and Bylaws currently require the affirmative vote of shares representing not less than 80% of the Company’s outstanding shares of stock entitled to vote generally in the election of directors (a Supermajority Vote) to alter, amend or repeal certain provisions of those documents.

Specifically, Article XIII of the Certificate of Incorporation requires a Supermajority Vote to approve any alteration, amendment, or repeal of, or the adoption of any provision inconsistent with, the following provisions of the Certificate of Incorporation:

  Issuance of preferred stock (Section 3 of Article IV of the Certificate of Incorporation);

  Size, tenure, classes of directors, vacancies and director removal relating to the Board of Directors (Article VI);

  Stockholder action, including written consents and special meetings (Article VII);

  Indemnification of officers and directors (Article X); and

  Amendments to the Certificate of Incorporation to change the Supermajority Voting Requirements (Article XIII).

Similarly, Section 9.1 of the Bylaws requires a Supermajority Vote to approve any alteration, amendment, or repeal of, or the adoption of any provision inconsistent with, the following provisions of the Bylaws:

  Special meetings of stockholders and written consents by stockholders (Article II, Sections 2.2 and 2.13, respectively)

  Board size and tenure, classes of directors, board vacancies, and director removal (Article III, Sections 3.2, 3.10 and 3.12, respectively)

  Indemnification of directors and officers (Article VI); and

  Amendments to the Bylaws (Article IX)

We refer to these requirements of the Certificate of Incorporation and Bylaws as the Supermajority Voting Provisions.

The Supermajority Voting Provisions were originally included in the Company’s governing documents at the time of its 2014 spin-off, to facilitate stability and continuity as the Company established its strategic direction.

The Nominating Committee and the Board regularly review the Company’s corporate governance practices. Following careful consideration, and taking into account outcomes in prior years, our Board has determined that eliminating the Supermajority Voting Provisions continues to be in the best interests of the Company and its stockholders.

If approved, future amendments to the affected provisions of the Certificate of Incorporation and Bylaws will require only a majority of the Company’s outstanding shares of stock entitled to vote generally in the election of directors rather than a supermajority.

28

 

PROPOSAL 3 – APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS

 

The proposed amendment to the Certificate of Incorporation is included as Appendix C to this Proxy Statement. If approved, it will become effective upon the Company’s filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, and the Board will implement conforming changes to the Company’s Bylaws and Corporate Governance Principles as necessary.

The affirmative vote of the holders of not less than 80% of the outstanding shares of stock entitled to vote generally in the election of directors on the Record Date is required to approve this proposal pursuant to the Certificate of Incorporation.

			The Board of Directors recommends a vote “FOR” the management proposal to amend the Certificate of Incorporation to eliminate the supermajority voting provisions.

			2025 RYAM PROXY STATEMENT						29

 

Proposal 4 – Advisory Vote on Executive Compensation

 

Proposal 4 – Advisory Vote on Executive Compensation

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended, this proposal seeks a stockholder advisory vote to approve the compensation of our Named Executive Officers (NEOs) as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K through the following resolution:

Resolved, that stockholders approve, on an advisory basis, the Company’s compensation of its Named Executive Officers as discussed and disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including in the Compensation Discussion and Analysis, the compensation tables and any related material contained in the Proxy Statement for this meeting.

Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

We currently hold our advisory vote to approve the compensation of our named executive officers (Say-on-Pay vote) annually. Stockholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years, and the next advisory vote on the frequency of the Say-on-Pay vote will be at our 2027 Annual Meeting of Stockholders.

			The Board of Directors recommends that you vote “FOR” this advisory resolution to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

30

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the year ended December 31, 2024. This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our named executive officers (NEOs) who are listed below:

NAME			POSITION
De Lyle W. Bloomquist			President and Chief Executive Officer
Marcus J. Moeltner			Chief Financial Officer and Senior Vice President, Finance
Joshua C. Hicks			Senior Vice President, High Purity Cellulose
R. Colby Slaughter			Senior Vice President, General Counsel and Corporate Secretary
Michael D. Osborne			Vice President, Manufacturing

QUICK CD&A REFERENCE GUIDE

Executive Summary			Section I
Compensation Philosophy			Section II
Compensation Determination Process			Section III
Compensation Program Components			Section IV
Additional Compensation Policies and Practices			Section V

I. EXECUTIVE SUMMARY

Company Overview

We are a global leader in the production of cellulose specialties, a natural polymer used in the manufacturing of various specialty chemical products, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications. Building upon nearly 100 years of experience in cellulose chemistry, we provide some of the highest quality high-purity cellulose pulp products that make up the essential building blocks for our customers’ products while providing exceptional service and value. RYAM’s specialized assets also produce bioelectricity, biomaterials, including biofuels, lignin and tall oil soap, and commodity fluff, viscose and paper pulp.

Additionally, we produce a unique, lightweight multi-ply paperboard product and a bulky, high-yield pulp product. Our paperboard is used for production in the commercial printing, lottery ticket and high-end packaging sectors. Our high-yield pulp is used by paperboard producers, as well as in traditional printing, writing and specialty paper manufacturing.

During 2024, we operated in three business segments: High Purity Cellulose, Paperboard and High-Yield Pulp.

Compensation Objectives

The primary objectives of the Company’s executive compensation program are to:

  Link pay to performance over both the short and long terms;

  Align executive officers’ interests with those of the Company and the Company’s stockholders over the short term, generally through the use of cash, and the long term, generally through the use of equity as a significant component;

  Establish components of the program that are consistent with the Company’s business strategy and objectives; and

  Provide market compensation to attract, motivate and retain executive talent.

			2025 RYAM PROXY STATEMENT						31

 

COMPENSATION DISCUSSION AND ANALYSIS

 

In light of these objectives, the Company’s compensation plans are designed to reward executive officers for generating performance that increases stockholder returns.

Business and Financial Highlights

2024 was a notable year for us, driven by solid financial improvement and the key accomplishments listed below.

  Loss from continuing operations for the year ended December 31, 2024 was $42 million compared to a loss from continuing operations of $102 million for the prior year

  Adjusted EBITDA increased 60%, reflecting operational improvements, a supportive supply/demand environment in the core Cellulose Specialties business, and particularly strong shipments at the end of 2024

  Successfully raised $700 million of secured term loan financing to refinance our capital structure

  Secured green capital of €67 million for future investments in our Biomaterials strategy

  Successfully shipped our first production of 2G bioethanol from our France bioethanol facility, following two years of rigorous research, development, construction, and planning

  Improved safety performance by 30%

  Improved overall production and quality from our plants

  One year total shareholder return (TSR): 104% (calendar year 2024)

2024 Say-On-Pay Vote and Stockholder Engagement

At the 2024 annual meeting, the Company’s stockholders approved the compensation of the NEOs on an advisory basis, with approximately 96.7% of the votes cast “For” such approval. The Compensation Committee believes that this level of support from our stockholders confirms the alignment of our executive compensation structure with the interests of our investors.

To ensure investor views are incorporated into the planning process, the Company engages with stockholders on an ongoing basis to gather their perspectives. Through this stockholder outreach, the Company has established important feedback channels that serve as a valuable resource for ongoing input from the Company stockholders.

II. COMPENSATION PHILOSOPHY

Compensation Philosophy

The Compensation Committee believes that a well-designed compensation program should align executive interests with the drivers of growth and stockholder returns, including by supporting the Company’s achievement of its primary business goals and our ability to attract and retain employees whose talents, expertise, leadership, and contributions are expected to build and sustain growth in long-term stockholder value. As a result, we maintain a strong pay-for-performance orientation in our compensation program.

The Compensation Committee regularly reviews our compensation policies and program design to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our executives is fair, reasonable, and competitive for our size, current scale and market position. With respect to CEO and other NEO compensation, the Compensation Committee uses its judgment but generally seeks to set compensation in line with the anticipated market median for our compensation comparison peer group for a given year.

32

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Program Governance

The Compensation Committee assesses the effectiveness of the executive compensation program and reviews risk mitigation and governance matters, which includes the following best practices:

	What We Do			What We Don’t Do
	Pay for Performance			No Significant Perquisites
	Independent Compensation Consultant			No Excise Tax Gross-Ups
	Clawback Policies			No Hedging or Pledging of Company Shares
	Stock Ownership Guidelines			No Guaranteed Employment Agreements
	Cap Bonus Payouts and Equity Grants
	Double Trigger Change-in-Control Severance
	Balance Short- and Long-Term Compensation
	Combination of Balanced Performance Metrics
	Compensation Comparison Peer Group Data
	Annual Say-on-Pay Vote
	Annual Compensation Risk Assessment

III. COMPENSATION DETERMINATION PROCESS

Role of the Compensation Committee

The Compensation Committee establishes the compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs other than the CEO and recommends the compensation of our CEO for approval by the Board.

Toward the end of each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate.

In accordance with its charter, the Compensation Committee establishes total compensation for the CEO (generally at its December meeting) for the following year. The Compensation Committee reviews and evaluates the performance of the CEO and develops base salary and incentive compensation recommendations. At the beginning of a year, after the end of applicable annual performance periods for the prior year or years, the Compensation Committee evaluates achievement relative to performance targets and determines corresponding payouts earned. The CEO did not play any role with respect to any matter affecting his own compensation and was not present when the Compensation Committee discussed and formulated its recommendation for his compensation.

Role of Management

The Compensation Committee obtains input from executive officers regarding the annual operating plan, expected financial results, and related risks. Based on this information, the Compensation Committee establishes the performance-based metrics and targets for the cash-based annual incentive plan and for the performance share units and performance cash granted under our long-term incentive plan.

With the input of the CEO, the Compensation Committee also establishes the compensation of all the other executive officers. The CEO’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual incentive plan. The Compensation

			2025 RYAM PROXY STATEMENT						33

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Compensation Committee makes the ultimate determination regarding the compensation of the executive officers.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. The Compensation Committee has the power to retain an independent compensation consultant to assist it in the performance of its duties and responsibilities.

The Compensation Committee has retained FW Cook as its independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the authority to retain, terminate and obtain the advice of FW Cook for executive compensation purposes at the Company’s expense. The Compensation Committee selected FW Cook as its consultant because of the firm’s expertise and experience.

While the Compensation Committee takes into consideration the review and recommendations of FW Cook when making decisions about the executive compensation program, ultimately, the Compensation Committee made its own independent decisions about compensation matters.

The Compensation Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there are no conflicts of interest, and that FW Cook is independent.

Executive Compensation Competitive Market Information

In making determinations about executive compensation, the Compensation Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful context. When making decisions about the structure and component mix of the executive compensation program, the Compensation Committee considers the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources.

The Compensation Committee, with the assistance of FW Cook, its independent compensation consultant, developed a compensation comparison peer group for use in connection with 2024 executive compensation decisions. The criteria used to determine the peer group included companies in the specialty chemicals sector as well as companies in the commodity and diversified chemicals industries and the paper products and aluminum industries with revenue in the range of one-third to three times the Company’s revenue. The Compensation Committee has maintained a fairly consistent compensation comparison peer group, which it believes is helpful in connection with executive compensation decision-making.

Based on these criteria and considerations, the compensation comparison peer group selected for decisions relating to 2024 executive compensation, as approved by the Compensation Committee, consisted of the following 14 companies:

AdvanSix Inc Ecovyst Inc. Glatfelter Corporation H.B. Fuller Company Hawkins, Inc. Ingevity Corporation Innospec Inc.			Koppers Holdings Inc Mercer International Minerals Technologies Inc. Quaker Chemical Corporation Sensient Technologies Corporation Stepan Company Tredegar Corporation

34

 

COMPENSATION DISCUSSION AND ANALYSIS

 

For 2024, the Compensation Committee removed Venator Materials, which filed for bankruptcy protection, and added Mercer International.

In addition to the criteria above, the Compensation Committee also referenced broad market survey data from other sources. The Compensation Committee determined that the appropriate market reference continued to be the 50^th percentile. The market data are used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in the Company’s industry.

The Compensation Committee believes that the compensation practices of the compensation comparison peer group provide it with appropriate compensation reference points for evaluating the 2024 compensation of the NEOs. Consistent with best practices for corporate governance, the Compensation Committee will review the peer group annually.

			2025 RYAM PROXY STATEMENT						35

 

COMPENSATION DISCUSSION AND ANALYSIS

 

IV. COMPENSATION PROGRAM COMPONENTS

2024 Components in General

The Compensation Committee selects the components of compensation set forth in the chart below to achieve the Company’s executive compensation program objectives. The majority of each NEO’s compensation was variable and at-risk.

	ELEMENT			DESCRIPTION			PURPOSE

	Base Salary			Fixed cash compensation.   Determined based on each executive officer’s role, individual skills, experience, performance, and external market value.			Base salaries are intended to provide stable compensation to executive officers, allow the Company to attract and retain skilled executive talent and maintain a stable leadership team.

	Short-Term Incentives: Annual Cash Incentive Opportunities			Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals.   Adjusted EBITDA, adjusted operating cash flow; strategic objectives; and individual goals   For the corporate objectives and individual measures, cash incentives are capped at a maximum of 200% of each NEO’s target opportunity.   Performance against the corporate and individual objectives must exceed a threshold level of performance in order to earn any credit toward a payout with respect to that goal.			Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve the Company’s annual goals; payout levels are generally determined based on actual financial results, non-financial objectives, and individual goals specific to each NEO.

	Long-Term Incentives: Annual Equity-Based and Cash- Based Compensation			Variable equity-based compensation.   Performance Share Units (PSUs): Restricted shares that are performance-based with three-year cliff vesting. For 2024 grants, the applicable performance-based vesting measures were relative TSR and three-year cumulative adjusted EBITDA hurdles.   Long-Term Incentive Cash: Cash award for achievement of same objectives as PSUs   RSUs: Restricted stock units that are time-based with three-year cliff vesting.			Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers.   Links pay with long-term stockholder value creation; aligns executive officers’ interests with those of the Company and its stockholders; cash component reduces dilution.

36

 

COMPENSATION DISCUSSION AND ANALYSIS

 

2024 Target Pay Mix

The target pay mix supports the core principles of the Company’s executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of the Company and its stockholders by emphasizing short- and long-term incentives.

The following charts outline the Compensation Committee’s allocation of annual target total direct compensation payable to the CEO and to other NEOs. The Compensation Committee allocated compensation among (i) base salary, (ii) a short-term annual cash incentive opportunity and (iii) long-term equity and cash.

The Compensation Committee considers compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.

The percentages of target total direct compensation as calculated below are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the target value of the annual equity grants and long-term performance-based cash awards.

 

BASE SALARY

Base salaries provide fixed compensation to the Company’s executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

In 2024, the Compensation Committee held the salaries of the CEO, CFO and General Counsel flat. The other two NEOs’ base salaries were adjusted to maintain market-competitive pay, as determined by reference to comparable positions at the compensation comparison peer group companies.

	NEO			2023 Base Salary ($)			2024 Base Salary ($)			% Change
	De Lyle W. Bloomquist			1,000,000			1,000,000			0%
	Marcus J. Moeltner			495,000			495,000			0%
	Joshua C. Hicks			475,000			495,000			4.2%
	R. Colby Slaughter			400,000			400,000			0%
	Michael D. Osborne			375,000			400,000			6.7%

			2025 RYAM PROXY STATEMENT						37

 

COMPENSATION DISCUSSION AND ANALYSIS

 

ANNUAL INCENTIVE PLAN

The annual incentive plan for executive officers is a cash-based plan that rewards the Company’s NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Compensation Committee views as critical to the execution of the Company’s business strategy.

Target Opportunities

The Compensation Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage.

The 2024 target incentive percentages for the NEOs remained unchanged from the prior year.

	NEO			2024 Target Level Opportunity (as % of Applicable Base Salary)
	De Lyle W. Bloomquist			100%
	Marcus J. Moeltner			70%
	Joshua C. Hicks			70%
	R. Colby Slaughter			60%
	Michael D. Osborne			60%

Performance Measures

The amount of the payout, if any, under the annual cash incentive plan is based on achievement against the following measures:

• Adjusted EBITDA (weighted 50%). The Compensation Committee again selected Adjusted EBITDA as a key measure of the Company’s profitability. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. A soft collar of 20% is applied for foreign exchange impacts. A general description of how we calculate Adjusted EBITDA for purposes of our 2024 annual cash incentive plan is described below. See Appendix F for a reconciliation of non-GAAP information.

• Adjusted Operating Cash Flow (weighted 20%). The Compensation Committee again selected Adjusted Operating Cash Flow because this measure serves to focus employees on generating cash in the short- and long-term to fund operations and pay debt. It focuses managers on expense control in addition to revenues and on improvement in working capital.

Adjusted Operating Cash Flow is defined by modifying consolidated Adjusted EBITDA to reflect the cash impact, to the extent different than the EBITDA impact, of the following “Cash Modification Items”:

• Change in Working Capital during 2024, specifically:

• Change in Inventories

• Change in Accounts Receivable, net of rebates

• Change in Accounts Payable

• Custodial Capital Expenditures

• Interest Expense

• Other Miscellaneous Items

We believe the non-GAAP financial measures of EBITDA, Adjusted EBITDA and Adjusted Operating Cash Flow provide useful information to our Board and management regarding our financial condition and results of

38

 

COMPENSATION DISCUSSION AND ANALYSIS

 

operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes. Our management considers these non-GAAP financial measures, in addition to operating income or loss, to be important in making strategic and operating decisions.

• Non-Financial Strategic Objectives (weighted 15%). The Compensation Committee designated three categories of non-financial strategic objectives:

• Safety,

• Sustainability, and

• Diversity.

Achievement is measured on the accomplishment of each specific objective and the final outcome is determined by how many of the three are achieved.

• Individual Objectives (weighted 15%). This component generally consists of objectives specific to each NEO. The objectives include measures that relate to elements such as operational improvements, strengthening our balance sheet and commercial enhancements, refinancing targets, reduction of earnings volatility, future pricing negotiations and preparation for potential acquisition or divestiture activities.

Target, Threshold and Maximum Performance Levels

The Compensation Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging and that took into account the relevant risks and opportunities of the Company’s business. In particular, the Compensation Committee reviewed the Company’s 2024 annual operating budget that resulted from the Company’s detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved, including the risks to achieving certain preliminary objectives that are necessary prerequisites to achieving the budget targets.

Considering these factors, the Compensation Committee set the 2024 target for Adjusted EBITDA at $208.0 million and established the target for Adjusted Operating Cash Flow at $67.1 million.

Having set the targets, the Compensation Committee also set the threshold and maximum performance levels for the two financial metrics. For 2024, the Compensation Committee set thresholds at what it believed to be a high level of performance of 80% of the targets. The Compensation Committee set the maximum levels of performance equating to 120% for Adjusted EBITDA and 130% for Adjusted Operating Cash Flow, levels that required exceptionally strong performance and represented a significant challenge.

The Compensation Committee also set target, threshold and maximum performance levels for the non-financial strategic objectives. The target for the strategic objectives was to achieve two of the three objectives. The threshold level was achievement of one objective and the maximum level was the achievement of all three objectives.

Payout Levels

Payout levels represent the amount to be paid to the NEOs based on the level of actual performance relative to the targets. The Compensation Committee set the payout at 0% for achievement below the threshold level of performance. For performance between the threshold level and the maximum level, the payout ranges from 50% of the target opportunity to 200% of the target opportunity. Achievement above the maximum level is capped at the maximum payout of 200% of target. For the financial metrics, performance between the threshold, target and maximum levels was calculated in a straight-line manner.

			2025 RYAM PROXY STATEMENT						39

 

COMPENSATION DISCUSSION AND ANALYSIS

 

2024 Achievements for Company Measures

The table below sets forth the Company’s achievement against the 2024 performance targets.

	Performance Metric			Weighting			Threshold ($ in millions)			Target ($ in millions)			Maximum ($ in millions)			Actual Result ($ in millions)			Achievement Rating (%)
	Adjusted EBITDA			50%			166.4			208			249.6			211.5			53.7%
	Adjusted Operating Cash Flow			20%			53.7			67.1			87.2			97.2			40.0%
	Payout Percentage (as a % of target payout)						30%			100%			200%
	Strategic Objectives: Safety, Sustainability, Diversity			15%			Achieve 1			Achieve 2			Achieve 3			Achieved 3			30.0%
	Payout Percentage (as a % of target payout)						50%			100%			200%
	Aggregate Metric Payout Percentage																		123.7%

INDIVIDUAL OBJECTIVES

The Compensation Committee included a component of the annual cash incentive program focused on individual objectives, which varied by individual, comprised of one or more of the following categories:

• Financial

• Strategic

• Commercial

• ESG

Based on a review of the achievements associated with the individual objectives, for the 15% allocation of the target annual incentive opportunity for individual performance, the Compensation Committee awarded a payout of 100% of target for Mr. Bloomquist and Mr. Osborne, and 200% of target for Mr. Moeltner, Mr. Hicks and Mr. Slaughter.

Payout Determination

As described above, the Compensation Committee verified achievement relative to the targets for the Company objectives and the individual objectives to determine the respective performance levels. The Compensation Committee then determined the total 2024 annual incentive plan payout for each NEO. The Compensation Committee approved the annual incentive plan payout amounts for all NEOs, and the Board approved, on the recommendation of the Compensation Committee, the CEO’s payment.

40

 

COMPENSATION DISCUSSION AND ANALYSIS

 

The total payout for each NEO for 2024 is reflected in the table below.

	NEO			Base Salary ($)			Target Opportunity as a Percentage of Base Salary (%)			Target Opportunity ($)			Company Target Achievement % (85%)			Individual target Achievement % (15%)			Aggregate target Achievement %			Total Approved Payout1 ($)
	De Lyle W. Bloomquist			1,000,000			100			1,000,000			123.7%			15%			138.7%			1,387,000
	Marcus J. Moeltner			495,000			70			346,500			123.7%			30%			153.7%			533,000
	Joshua C. Hicks			495,000			70			346,500			123.7%			30%			153.7%			533,000
	R. Colby Slaughter			400,000			60			240,000			123.7%			30%			153.7%			369,000
	Michael D. Osborne			400,000			60			240,000			123.7%			15%			138.7%			333,000

(1)
Rounded to nearest $1,000

LONG-TERM INCENTIVES

The third and largest component of the executive compensation program is long-term incentives. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of the Company and its stockholders. Long-term incentives also promote retention, because executive officers will only receive value if they remain employed over the required term, and, with respect to the equity component, they foster an ownership culture among the Company’s executive officers by making them stockholders with a personal stake in the value they are intended to create.

Equity Vehicles and Mix: PSUs, Long-Term Incentive Cash and RSUs

The mix of long-term incentives granted to the NEOs in 2024 is shown below:

EQUITY VEHICLE

2024 ALLOCATION

VESTING PERIOD

HOW VALUE IS DELIVERED

PURPOSE

PSUs

CEO: 65%   Other NEOs: 35%

3-year cliff

2024-2026 Relative TSR (50%)   2024-2026 Cumulative Adjusted EBITDA (50%)

TSR ties NEO compensation to stockholder value creation; Use of relative TSR mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management   Aligns with our most critical strategic priorities of improving profitability and controlling expenses, in an effort to generate cash for investment and debt reduction

Long-Term Incentive Cash

CEO: 35%   Other NEOs: 35%

3-year cliff

Same as PSUs

Same as PSUs

RSUs

CEO: 0%   Other NEOs: 30%

3-year cliff

Value of stock

Aligns interests of NEO with interests of the Company and its stockholders Promotes retention

As described above, the Compensation Committee established the mix of equity vehicles for 2024 as 35% PSUs (65% for the CEO), 35% long-term incentive cash and 30% RSUs (0% for the CEO).

			2025 RYAM PROXY STATEMENT						41

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Performance Measures

The PSUs and the long-term incentive cash have two metrics, both measured over the 2024 to 2026 three-year performance period: Relative TSR (50%) and Cumulative Adjusted EBITDA (50%). These measures were selected for the purposes described above.

Relative TSR

For the three-year performance period, beginning March 1, 2024 and ending February 28, 2027, the Company’s TSR is ranked relative to companies in the S&P SmallCap 600 Capped Materials Index. Comparing the Company’s performance against the TSR of a peer group rewards the NEOs for driving performance greater than or equal to peers, as the peer group is generally subject to the same market factors as the Company. The Compensation Committee selected the S&P SmallCap 600 Capped Materials Index as the TSR peer group because it was made up of a large roster of durable companies that are similar in size to the Company. The actual number of PSUs earned will be based on the percentile rank of the Company’s TSR relative to the TSRs of the companies in the peer group, as described in the following table.

	Performance Level			TSR Percent Rank			Earned Percentage
	Below Threshold			Below 25th Percentile			0%
	Threshold			25th Percentile			30%
	Target			50th Percentile			100%
	Maximum			75th Percentile and above			200%

Interpolation will be used to determine payout levels in between thresholds in the performance levels. To achieve a threshold payout, TSR must rank at or above the 25^th percentile. If the Company’s absolute TSR is negative for the performance period, the payout value for performance at or above the 75^th percentile is capped at 100% of target, while performance exceeding the 75^th percentile caps the payout at 150% of target.

The Compensation Committee views the inclusion of a metric that includes TSR as critical because it ties executive officer compensation with the creation of stockholder value and aligns the interests of executive officers with those of the Company and its stockholders. By measuring the Company’s TSR performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles.

Cumulative Adjusted EBITDA

The Compensation Committee chose this measure for the long-term incentive, despite its inclusion in the annual cash incentive, because it was the Company’s top priority at the time to achieve meaningful profitability, laying the foundation for cash earnings to support investments and debt repayment. Additionally, it is a key metric for the investment community in evaluating the Company.

Before the conclusion of the three-year performance period, we do not publicly disclose our specific operating performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Compensation Committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed.

42

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Target, Threshold and Maximum Performance Levels

The Compensation Committee defined the target achievement level for Relative TSR, as shown above, and for Cumulative Adjusted EBITDA, and corresponding amounts of PSUs and long-term incentive cash to be earned by executive officers based on the level of actual performance relative to the three-year performance targets.

Long-Term Incentive Opportunities

The Compensation Committee established long-term incentive opportunities for each of the NEOs in December 2023 for the program year 2024 (2024 to 2027 three-year performance period), considering the following:

• the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the compensation comparison peer group companies;

• individual performance and criticality of, and expected future contributions of, the NEO;

• time in role, skills and experience; and

• retention considerations.

2024 Grants of PSUs, Long-Term Incentive Cash and RSUs

Having determined the value of the long-term incentive opportunities, the Compensation Committee allocated such amounts among PSUs (35%) (65% for the CEO), Long-Term Incentive Cash (35%), and RSUs (30%) (0% for the CEO.)

In determining the number of PSUs and RSUs awarded to meet the compensation level approved for an NEO, the portion of the award value related to the PSUs and RSUs was divided by the closing stock price on the date of grant, subject to an equity price floor of $7.00 that was utilized when determining the number of units granted. The use of a price floor recognizes the Company’s desire to responsibly manage annual share usage.

	NEO			Target Value ($)			PSUs ($)			Performance Cash ($)			RSUs ($)
	De Lyle W. Bloomquist			2,700,000			1,755,000			945,000			0
	Marcus J. Moeltner			700,000			245,000			245,000			210,000
	Joshua C. Hicks			700,000			245,000			245,000			210,000
	R. Colby Slaughter			450,000			157,500			157,500			135,000
	Michael D. Osborne			450,000			157,500			157,500			135,000

2021 PSUs and Performance Cash

In 2021, the Compensation Committee granted PSUs and long-term cash incentives with performance-based vesting requirements for the three-year performance period of March 1, 2021, to February 28, 2024. There were two financial performance measures, relative TSR and Adjusted HPC Segment EBITDA Margin %.

			2025 RYAM PROXY STATEMENT						43

 

COMPENSATION DISCUSSION AND ANALYSIS

 

After the end of the three-year period, when relative TSR and Adjusted HPC EBITDA Margin % were measured, the Compensation Committee determined that the 2021 PSUs and Performance Cash were not earned:

	NEO(1)			Target Relative TSR PSUs (#)			Earned Relative TSR PSUs (#)			Target Cumulative Adjusted EBITDA Margin PSUs (#)			Cumulative Adjusted EBITDA Margin PSU Award Achievement %			Earned Cumulative Adjusted EBITDA Margin PSUs (#)
	Marcus J. Moeltner			14,113			0			14,113			0			0
	Joshua C. Hicks			21,854			0			21,853			0			0
	R. Colby Slaughter			4,738			0			4,738			0			0

(1)
Mr. Bloomquist and Mr. Osborne were not employees of the Company in 2021. As such, they did not receive fiscal 2021 PSU, Performance Cash, or RSU grants.

POST-EMPLOYMENT COMPENSATION

Qualified and Non-Qualified Defined Contribution Plans

We place great value on the long-term commitment that many of our employees, including our NEOs, have made to the Company and wish to incentivize our employees to remain with the Company and focus on building sustainable value over the long term. Therefore, we have determined that it is appropriate to provide employees with competitive retirement benefits as part of their overall compensation package.

The Company offers a tax-qualified 401(k) defined contribution plan (the Savings Plan) covering substantially all U.S. employees, including the NEOs. Eligible employees are permitted to make voluntary pre-tax contributions to the Savings Plan and are eligible for matching company contributions. The Savings Plan also permits discretionary Company contributions. All contributions to the Savings Plan are subject to certain limitations under Internal Revenue Code of 1986, as now in effect or as hereafter amended (the Code).

The Company’s contributions to the Savings Plan, both matching and retirement contributions, vest at a rate of 20% per year over the participant’s first five years of employment. These contributions are reflected as compensation in the Summary Compensation Table in this Proxy Statement.

The Company also offers a non-qualified deferred compensation plan (the Excess Savings Plan) that is available to certain highly compensated individuals, including the NEOs. The Excess Savings Plan is not subject to application of the Code limits. The Excess Savings Plan also has an Excess Base Salary and Bonus Deferral component that allows employees with a base salary in excess of the limit specified in the Code the opportunity to defer up to 100% of their base salary and all or any portion of their annual cash incentive award.

The Compensation Committee undertakes an annual, comprehensive review of these plans, to determine if any modifications are necessary or appropriate in light of current trends and best practices, the nature of our business and competitive factors.

Severance and Change in Control Benefits

Executive Severance Pay Plan - Change in Control

As with all publicly traded companies, it is possible that our Company could face a change in control (CIC) and our business and stockholder value could be negatively affected by the uncertainty created by such a situation. To reduce such potential negative effects, encourage executive retention and foster continued attention and dedication of senior executives even in the case of threat, rumor or occurrence of a CIC, the Compensation Committee established the Executive Severance Pay Plan, as amended, otherwise known as the Change in Control Severance Plan (CIC Severance Plan). The intent is to align executive and stockholder interests by enabling

44

 

COMPENSATION DISCUSSION AND ANALYSIS

 

executives to consider corporate transactions that may be in the best interests of stockholders and other constituents without undue concern over whether a transaction would jeopardize the executives’ employment or significantly disrupt or change the structure of their employment.

The CIC Severance Plan achieves these objectives by providing benefits to our NEOs and other eligible executives designated by the Compensation Committee, in the event of a CIC. Under the plan, if the executive is involuntarily terminated (other than for cause or due to death or disability) or terminates his or her employment for good reason (as defined in the CIC Severance Plan) within 24 months following the CIC (a double trigger), he or she will be entitled to enhanced severance benefits, which depend on the executive’s status and level of responsibility.

The CIC Severance Plan does not provide any tax gross-up protection for our NEOs. It includes a “best net” provision pursuant to which a participant is entitled to the greater of (i) full CIC severance benefits with the participant responsible for payment of the excise tax, or (ii) a capped benefit, with the CIC severance benefits reduced to an amount just below the threshold for triggering the excise tax.

The Compensation Committee reviews the CIC Severance Plan annually and generally has discretion to terminate or amend the CIC Severance Plan, or include or exclude any executive, including any NEO, at any time prior to a CIC; however, if a CIC is underway, as defined by the CIC Severance Plan, any changes or amendments are not effective for two years.

Equity Compensation Awards and Change in Control

In the event of a CIC, the governing documents provide that outstanding stock options and time-based RSU awards will not automatically vest upon a CIC, but instead will vest upon the award holder’s involuntary termination of employment by the Company (other than for cause or due to death or disability) or termination for good reason occurring within two years following a CIC transaction (a double trigger). Performance shares or PSUs that remain outstanding upon such a qualifying termination will vest at target if the performance period is not more than 50% complete at the time of such termination; if the performance period is more than 50% complete at the time of the qualifying termination, outstanding performance shares or PSUs will vest at the greater of target or actual performance achievement through the time of such termination.

Executive Severance Non-Change in Control Plan

Our Executive Severance Non-Change in Control Plan (Non-CIC Severance Plan) provides enhanced severance benefits to all salaried employees at the level of vice president (or their internal equivalent) and above, including the NEOs, in the event their employment is terminated other than for cause or other non-qualifying terminations defined in the plan. Benefits may range from nine months to 24 months of base salary plus target Annual Cash Incentive dependent on the executive’s status and level of responsibility. In the event of an executive termination triggered by a CIC, the executive would receive severance benefits only under the CIC Severance Plan.

The potential payments and other benefits under the CIC Severance Plan and the Non-CIC Severance Plan are calculated in the Potential Payments Upon Termination or Change in Control table, which also indicates the individual severance multiple for each NEO. Such potential payments do not affect the Compensation Committee’s decisions regarding executive compensation, including base salary, annual cash incentive and long-term incentive award levels.

Health and Welfare Benefits

The Company offers broad-based medical, dental, vision, life, and disability plans to all employees.

Limited Perquisites

We provide our NEOs with limited perquisites, which are reviewed annually by our Compensation Committee. Under our perquisites program, in addition to personal benefits that are available broadly to our employees, our NEOs are eligible to participate in two programs:

			2025 RYAM PROXY STATEMENT						45

 

COMPENSATION DISCUSSION AND ANALYSIS

 

• Executive Physical Program: Each executive-level employee is encouraged to have a physical examination every other year until age 50 and every year after 50.

• Senior Executive Tax and Financial Planning Program: This program provides reimbursement to senior executives, including our NEOs, for expenses incurred for financial and estate planning and for preparation of annual income tax returns. Reimbursements are taxable to the recipient and are not grossed-up for tax purposes. The annual reimbursement limit remained unchanged for 2024 and was $25,000 for Mr. Bloomquist and $10,000 for all other participants.

We do not provide Company cars, pay car allowances, personal club membership dues, home-security expenses, or provide chartered aircraft for personal use.

V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

Clawback Policy

The Company has adopted its Incentive Compensation Recovery Policy, (the Clawback Policy), which is intended to comply with requirements under NYSE listing standards imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules. The policy requires the recovery of incentive-based compensation in the event of certain accounting restatements. The Board has delegated the administration of the Clawback Policy to the Compensation Committee, which has full and final authority to make all determinations under the Clawback Policy. In the event of a triggering accounting restatement, the Compensation Committee is tasked with recovering in a reasonably prompt timeframe all incentive-based compensation received by a covered executive officer during the applicable recovery period in excess of the compensation that would have been received had the compensation been determined using the restated amounts.

In addition, the Company has maintained the clawback terms for detrimental conduct included in the annual Supplemental Terms Agreement that each senior executive signs in order to receive their annual long-term incentive grant. Specific detrimental conduct is defined as committing an illegal act, including but not limited to embezzlement or misappropriation of Company funds, and willful failure to comply with the material policies and procedures of the Company as determined by the Compensation Committee. The Compensation Committee believes that going beyond the minimum requirements ensures that the Company has in place a robust set of clawback policies that will enable it to recoup compensation as appropriate in all applicable circumstances.

Executive Officer Stock Ownership and Retention Requirements

We believe that meaningful stock ownership further focuses the senior management team on the long-term success of our business and aligns the interests of our management team with those of our stockholders. All executives at the vice president level and higher are subject to rigorous stock ownership guidelines that require executives, within five years after taking such a position, to acquire and hold our stock with a value equal to a designated multiple of their base salary as follows:

	Title			Multiple of BASE SALARY
	President & CEO			6x
	Executive Vice President			3x
	Chief Financial Officer			3x
	Chief Administrative Officer			3x
	Senior Vice President			2x
	Vice President			1x

Prior to satisfying the ownership requirement, executives are subject to retention requirements that prohibit them from selling any of our stock, other than stock withheld or sold to satisfy taxes in connection with the vesting of a

46

 

COMPENSATION DISCUSSION AND ANALYSIS

 

stock-based award or stock option exercise. The types of securities that count toward satisfaction of the ownership requirements include Common Stock, restricted stock and RSUs, but exclude unvested performance-based awards and unexercised options. International executives may be excluded from the ownership requirements due to conflicting regulations in their country of residence.

Each year, the Compensation Committee reviews each executive’s progress toward meeting the guidelines and has determined that, as of January 1, 2025, each of our executive officers is in compliance with our stock ownership and retention guidelines.

Anti-Hedging and Anti-Pledging Policy

The Company’s insider trading policy prohibits employees (including officers) and directors from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. It also explicitly prohibits employees (including officers) and directors from effecting short sales of the Company’s equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and its stockholders. The Company’s insider trading policy also prohibits employees (including officers) and directors from pledging the Company’s securities in any circumstance, including by purchasing the Company securities on margin or holding the Company’s securities in a margin account.

Risk Assessment

We undertake a thorough risk assessment of our compensation programs annually. The first phase of the assessment is an analysis by the Company’s human resources compensation function, which is reviewed with the Company’s Enterprise Risk Management (ERM) Committee, staffed by members of senior management. The review includes the individual programs and potential and probable risks, along with mitigation efforts established to reduce or eliminate these risks. The results of the ERM assessment are then presented to the Compensation Committee for their review and approval. Based on its assessment of our compensation programs for our employees and executives for 2024, the Compensation Committee determined that our compensation programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on the Company.

Equity Granting Practices

The Compensation Committee has not granted stock options since the Company’s inception in 2014. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. Stock options or other equity grants could be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material non-public information to affect the value of executive compensation.

Tax Deductibility of Executive Compensation

When reviewing compensation matters, the Compensation Committee considers the anticipated tax consequences to the Company (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. The Compensation Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of us and our stockholders.

			2025 RYAM PROXY STATEMENT						47

 

COMPENSATION DISCUSSION AND ANALYSIS

 

COMPENSATION COMMITTEE REPORT

The following report of our Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference therein.

The Compensation Committee of the Rayonier Advanced Materials Inc. Board of Directors has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of SEC Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Compensation and Management Development Committee

Julie A. Dill, Chair

David C. Mariano

Lisa M. Palumbo

Bryan D. Yokley

48

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

Summary Compensation Table

	Name and Principal Position			Year			Salary ($)			Bonus ($)			Stock Awards ($)(1)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3)			All Other Compensation ($)(4)			Total ($)
	De Lyle W. Bloomquist President and Chief Executive Officer			2024			1,000,000			-			1,142,011			-			1,387,000			-			140,639			3,669,650
				2023			1,000,000			-			2,071,527			-			606,000			-			54,611			3,732,138
				2022			590,278			-			1,681,313			-			695,000			-			198,140			3,164,731
	Marcus J. Moeltner Chief Financial Officer and Senior Vice President, Finance			2024			495,000			-			272,825			-			533,000			-			82,730			1,383,555
				2023			495,000			-			537,064			-			236,000			-			26,650			1,294,714
				2022			475,000			-			894,407			-			390,000			-			49,511			1,808,918
	Joshua C. Hicks Senior Vice President, High Purity Cellulose			2024			495,000			-			272,825			-			533,000			-			76,906			1,377,731
				2023			475,000			-			537,064			-			276,000			-			24,375			1,312,439
				2022			445,000			-			926,375			-			340,000			-			203,944			1,915,319
	Michael D. Osborne Vice President, Manufacturing Operations			2024			400,000			-			175,389			-			333,000			-			52,422			960,811
				2023			273,438			-			424,815			-			112,000			-			131,263			941,516
	R. Colby Slaughter Senior Vice President, General Counsel and Corporate Secretary			2024			400,000			-			175,389			-			369,000			-			62,476			1,006,865
				2023			400,000			-			345,272			-			199,000			-			15,524			959,796

(1)
Reflects the grant date fair value computed in accordance with FASB ASC Topic 718 for PSU awards grated in 2022, 2023 and 2024 using a Monte Carlo simulation model. A discussion of the assumptions used in calculating these values for 2024 may be found in Note 17 Incentive Stock Plans included in the notes to the consolidated financial statements in our 2024 Annual Report on Form 10-K and for 2023 and 2022 in Note 16 Incentive Stock Plans included in the notes to the consolidated financial statements in our 2023 Annual Report on Form 10-K and in our 2022 Annual Report on Form 10-K, respectively. Amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by our NEOs. The PSU awards vest following completion of the 36-month performance period upon the determination of the amount earned, if any, based upon performance achievement, with an actual award value range of zero to 200% of the target. The LPU awards vest following completion of the 36-month performance period upon the determination of the amount earned, if any, based upon performance achievement, with an actual award value range of zero to 250% of the target. See the Equity Incentive Program section of the CD&A for additional information.

 
The grant date fair values of PSU awards were computed based on the probable outcome of the performance conditions as of the grant date of such awards, which was at target. The respective grant date fair values of the PSUs granted in 2022, 2023 and 2024, as applicable, assuming at such grant date the maximum payment (200% of target in the case of 2022, 2023 and 2024 PSUs and 250% of target in the case of 2022 LPUs), would have been as follows: Mr. Bloomquist, $2,567,808, $2,523,046 and $2,284,023; Mr. Moeltner, $1,458,781, $654,125, and $318,850; Mr. Hicks, $1,175,484, $654,125, and $318,850; Mr. Osborne, $143,246 and $204,975; and Mr. Slaughter $420,538, and $204,975.

(2)
Amounts under the Non-Equity Incentive Plan Compensation column represent annual cash incentive payouts under our 2024, 2023 and 2022 Annual Cash Incentive Programs.

(3)
Represents the annual aggregate change in actuarial present value of the participant’s pension benefit under the Company’s retirement plans in 2024. None of our NEOs participate in the closed pension plan. There were no above-market earnings on non-qualified deferred compensation.

(4)
The All Other Compensation column in the 2024 Summary Compensation Table above includes the following for 2024: financial planning and tax services, 401(k) retirement contributions, Excess Savings Plans, executive physicals, and other miscellaneous items.

			2025 RYAM PROXY STATEMENT						49

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

All Other 2024 Compensation

				De Lyle W. Bloomquist ($)			Marcus J. Moeltner ($)			Joshua C. Hicks ($)			Michael D. Osborne ($)			R. Colby Slaughter ($)
	Financial/tax planning services			0			4,427			6,060			288			0
	401(k) Plan company contributions			13,800			13,800			11,500			13,800			13,800
	401(k) Retirement contribution/Enhanced Match			20,700			20,700			20,700			20,700			20,700
	Excess Savings Plan company contributions			101,860			29,160			33,860			12,220			17,440
	Executive Physical			3,050			13,023			3,387			4,150			9,062
	Miscellaneous			1,229			1,620			1,399			1,264			1,474
	Total			140,639			82,730			76,906			52,422			62,476

Salary and Bonus as a Proportion of Total Compensation

Using the amounts shown under the “Salary” and “Bonus” and “Total” columns in the 2024 Summary Compensation Table, the salary and bonus of each of our NEOs as a proportion of such NEO’s 2024 total compensation was as follows:

	NAME			SALARY AND BONUS AS PROPORTION OF TOTAL COMPENSATION
	De Lyle W. Bloomquist			27%
	Marcus J. Moeltner			36%
	Joshua C. Hicks			36%
	Michael D. Osborne			42%
	R. Colby Slaughter			40%

50

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Grants of Plan-Based Awards

										Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)(3)									Estimated Future Payouts Under Equity Incentive Plan Awards(4)									All Other Stock Awards: Number of Shares of Stock or Units (#)(5)			Grant Date Fair Value of Stock and Option Awards ($)(6)
	Name			Grant Date			Approval Date(1)			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
	De Lyle W. Bloomquist
	Annual Incentive Plan			1/1/2024			1/13/2024			45,000			1,000,000			2,000,000
	Performance Cash Units			3/1/2024			2/14/2024			283,500			945,000			1,890,000
	Performance Share Units			3/1/2024			2/14/2024												75,215			250,716			501,432						1,142,011
	Marcus J. Moeltner
	Annual Incentive Plan			1/1/2024			1/13/2024			15,593			346,500			693,000
	Performance Cash Units			3/1/2024			2/14/2024			73,500			245,000			490,000
	Performance Share Units			3/1/2024			2/14/2024												10,500			35,000			70,000						159,425
	Restricted Stock Units			3/1/2024			2/14/2024																					30,000			113,400
	Joshua C. Hicks
	Annual Incentive Plan			1/1/2024			1/13/2024			15,593			346,500			693,000
	Performance Cash Units			3/1/2024			2/14/2024			73,500			245,000			490,000
	Performance Share Units			3/1/2024			2/14/2024												10,500			35,000			70,000						159,425
	Restricted Stock Units			3/1/2024			2/14/2024																					30,000			113,400
	Michael D. Osborne
	Annual Incentive Plan			1/1/2024			1/13/2024			10,800			240,000			480,000
	Performance Cash Units			3/1/2024			2/14/2024			47,250			157,500			315,000
	Performance Share Units			3/1/2024			2/14/2024												6,750			22,500			45,000						102,488
	Restricted Stock Units			3/1/2024			2/14/2024																					19,286			72,901
	R. Colby Slaughter
	Annual Incentive Plan			1/1/2024			1/13/2024			10,800			240,000			480,000
	Performance Cash Units			3/1/2024			2/14/2024			47,250			157,500			315,000
	Performance Share Units			3/1/2024			2/14/2024												6,750			22,500			45,000						102,488
	Restricted Stock Units			3/1/2024			2/14/2024																					19,286			72,901

(1)
2024 Equity Incentive Program grants were approved February 14, 2024 and the grant date reflects the date on which the Compensation Committee approved the applicable performance measures. Our Equity Incentive Program RSU and PSU awards granted March 1 are typically set in dollars and converted to shares using the closing price of RYAM stock on the March 1, 2024 award date, which was $3.78 per share. However, in 2024, for purposes of determining the number of shares to be issued, we used a $7 share price which had the effect of reducing the grant date value of the equity awards by approximately 46%.

(2)
For Annual Incentive Plan, reflects range of potential cash incentive payouts under the 2024 Annual Cash Incentive Program. Awards can range from zero to 200% of the target cash incentive award. See the Annual Cash Incentive Program section of the CD&A for more information. The actual amount earned by each NEO for 2024 is reflected in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

(3)
For Performance Cash Units, reflects potential future payments under performance cash unit awards approved February 14, 2024 as a part of 2024 long-term incentives; the grant date reflects the date on which the Compensation Committee approved the applicable performance measures. Each performance cash unit represents the right to receive a cash payment equal to $1 on the vesting date, which is three years from the grant date. Awards can range from zero to 200% of the target units/value. See the Long-Term Incentives section of the CD&A for additional information. The actual amount earned, if any, will be reflected in the 2027 Proxy Statement in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

			2025 RYAM PROXY STATEMENT						51

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

(4)
Reflects potential future payouts, in numbers of shares, that were possible to earn under the 2024 Equity Incentive Program PSU awards. Payouts can range from zero to 200% of the target units/value for PSUs. See the Equity Incentive Program Awards in 2024 section of the CD&A for additional information.

(5)
Reflects RSUs awarded March 1, 2024 under the 2024 Equity Award Program.

(6)
Reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is computed based on the probable outcome of the performance conditions as of the grant date of the award, using the Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award to determine the fair market value. A discussion of the assumptions used in calculating these values may be found in Note 17 Incentive Stock Plans included in the notes to the consolidated financial statements in our 2024 Annual Report on Form 10-K. No options were granted to the NEOs in 2024.

52

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Outstanding Equity at Fiscal Year-End

				Option Awards																		Stock Awards
																Equity Incentive Plan Awards															Equity Incentive Plan Awards
	Name			Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Option Exercise Price ($)			Option Grant Date			Number of Securities Underlying Unexercised Unearned Options			Option Expiration Date			Stock Award Grant Date			Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock that Have Not Vested ($)(3)			Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)			Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
	De Lyle W. Bloomquist			​-			​-			-			-			​-			-
																						5/28/2022			130,209			$1,074,224
																						3/1/2023			96,544			$796,488
																						5/28/2022									108,508			$895,191
																						6/13/2022									167,506			$1,381,925
																						7/13/2022									117,925			$972,881
																						3/1/2023									112,636			$929,247
																						3/1/2023									56,318			$464,624
																						3/1/2024									250,716			$2,068,407
																						3/1/2024									250,716			$2,068,407
	Marcus J. Moeltner			-			-			-			-			-			-
																						3/1/2022			44,271			$365,236
																						3/1/2023			25,030			$206,498
																						3/1/2024			30,000			$247,500
																						3/1/2022									36,894			$304,376
																						3/29/2022									56,952			$469,854
																						7/13/2022									40,095			$330,784
																						3/1/2023									29,202			$240,917
																						3/1/2023									14,601			$120,458
																						3/1/2024									35,000			$288,750
																						3/1/2024									35,000			$288,750
	Joshua C. Hicks			-			-			-			-			-			-
																						3/1/2022			31,250			$257,813
																						3/1/2023			25,030			$206,498
																						3/1/2024			30,000			$247,500
																						3/1/2022									36,460			$300,795
																						7/13/2022									39,623			$326,890
																						3/1/2023									29,202			$240,917
																						3/1/2023									14,601			$120,458
																						3/1/2024									35,000			$288,750
																						3/1/2024									35,000			$288,750
	Michael D. Osborne			-			-			-			-			-			-
																						4/10/2023			26,270			$216,728
																						5/17/2023			12,515			$103,249
																						3/1/2024			19,286			$159,110
																						5/17/2023									14,602			$120,467
																						5/17/2023									7,301			$60,233
																						3/1/2024									22,500			$185,625
																						3/1/2024									22,500			$185,625
	R. Colby Slaughter			-			-			-			-			-			-
																						3/1/2022			15,625			$128,906
																						3/1/2023			16,091			$132,751
																						3/1/2024			19,286			$159,110
																						3/1/2022									13,022			$107,432
																						3/29/2022									20,102			$165,842
																						7/13/2022									14,151			$116,746
																						3/1/2023									9,387			$77,443
																						3/1/2023									18,774			$154,886
																						3/1/2024									22,500			$185,625
																						3/1/2024									22,500			$185,625

(1)
RSU awards vest on the third anniversary of the grant date.

(2)
Represents PSU awards granted in 2022, 2023 and 2024, with a 36-month performance period. These awards are immediately vested following the completion of the performance period upon the determination of the amount earned, if any, based upon performance achievement. Under the terms of our PSU awards, the actual award value can range from zero to 200% of the target. The amounts reported here for the 2022 EBITDA PSUs are reflected at

			2025 RYAM PROXY STATEMENT						53

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

target level and the 2022 TSR PSUs are reflected at maximum level; the amounts actually earned pursuant to these awards will be disclosed in the 2025 CD&A.The amounts reported here for the 2023 EBITDA PSUs are reflected at target level and the 2023 TSR PSUs are reflected at maximum level; but the amounts actually earned pursuant to these awards, if any, will not be determined until following the end of the performance period on February 28, 2026. The amounts reported here for the 2024 EBITDA & TSR PSUs are reflected at maximum level, however, the amounts actually earned pursuant to these awards, if any, will not be determined until following the end of the performance period on February 28, 2027.

(3)
Value based on the December 31, 2024 closing price of Rayonier Advanced Materials stock of $8.25.

Options Exercised and Stock Vested

				Option Awards						Stock Awards
	Name			Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(1)
	De Lyle W. Bloomquist			-			-			0			$0
	Marcus J. Moeltner			-			-			24,194			$91,453
	Joshua C. Hicks			-			-			68,570			$584,902
	Michael D. Osborne			-			-			26,270			$120,579
	R. Colby Slaughter			-			-			8,123			$30,705

(1)
Represents vesting of RSUs, with value realized on vesting determined by multiplying the number of shares acquired on March 1, 2024, by $3.78, the closing market price of our Common Stock on the March 1, 2024 vesting date.

The 2021 PSUs, which were a part of the overall 2021 Equity Incentive Plan, did not reach performance thresholds and did not vest.

The number of shares acquired for Mr. Hicks represents the 161% payout of the LPUs granted to him upon joining RYAM and the value realized determined by multiplying the number of shares acquired by $8.53, the closing market price of our Common Stock on the December 6, 2024 vesting date.

The number of shares acquired for Mr. Osborne represents the vesting of his 2022 RSUs granted to him upon joining RYAM, the value realized determined by multiplying the number of shares acquired by $4.59, the closing market price of our Common Stock on the April 10, 2024 vesting date.

Nonqualified Deferred Compensation

	Name			Executive Contributions in Last FISCAL YEAR ($)(1)			Registrant Contributions in Last FISCAL YEAR ($)(1)			Aggregate Earnings in Last FISCAL YEAR ($)			Aggregate Withdrawals/ Distributions in Last FISCAL YEAR ($)			Aggregate Balance at Last FISCAL YEAR END ($)(2)
	De Lyle W. Bloomquist			49,500			101,860			9,473			0			355,372
	Marcus J. Moeltner			9,100			29,160			7,207			0			177,979
	Joshua C. Hicks			16,600			33,860			3,003			0			104,933
	Michael D. Osborne			1,500			12,220			873			0			46,594
	R. Colby Slaughter			9,000			17,440			3,963			0			102,999

(1)
All Executive and Registrant contributions in the last fiscal year are reflected in the Summary Compensation Table as 2024 compensation.

(2)
Represents the sum of all contributions and credited earnings, less withdrawals. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: Mr. Bloomquist, $111,158; Mr. Moeltner, $122,878; Mr. Hicks, $49,526; Mr. Osborne, $0; and Mr. Slaughter, $12,967.

54

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

POTENTIAL Payments Upon Termination or a Change in Control

	Name			Cash Severance ($)			Annual Cash Incentive Severance ($)			Pension/ 401(k) Benefit ($)(3)			Medical/ Welfare, Tax and Outplacement Benefits ($)(4)			Acceleration of Equity Awards ($)(5)			Other
	De Lyle W. Bloomquist
	Voluntary Termination			-			-			-			-			-			-
	Terminated for cause			-			-			-			-			-			-
	Retirement			-			-			-			-			-			-
	Involuntary termination(1)			2,000,000			3,387,000			-			47,984			3,977,536			-
	Change in Control			-			-			-			-			-			-
	Involuntary or voluntary termination for good reason after change in control(2)			3,000,000			5,548,000			341,613			89,658			10,336,408			-
	Marcus J. Moeltner
	Voluntary Termination			-			-			-			-			-			-
	Terminated for cause			-			-			-			-			-			-
	Retirement			-			-			-			-			-			-
	Involuntary termination(1)			742,500			1,052,750			-			49,788			1,593,306			-
	Change in Control			-			-			-			-			-			-
	Involuntary or voluntary termination for good reason after change in control(2)			1,485,000			2,132,000			151,125			78,134			3,241,900			-
	Joshua C. Hicks
	Voluntary Termination			-			-			-			-			-			-
	Terminated for cause			-			-			-			-			-			-
	Retirement			-			-			-			-			-			-
	Involuntary termination(1)			742,500			1,052,750			-			53,652			1,200,498			-
	Change in Control			-			-			-			-			-			-
	Involuntary or voluntary termination for good reason after change in control(2)			1,485,000			2,132,000			151,125			85,581			2,849,092			-
	Michael D. Osborne
	Voluntary Termination			-			-			-			-			-			-
	Terminated for cause			-			-			-			-			-			-
	Retirement			-			-			-			-			-			-
	Involuntary termination(1)			600,000			693,000			-			53,405			216,728			-
	Change in Control			-			-			-			-			-			-
	Involuntary or voluntary termination for good reason after change in control(2)			800,000			999,000			​80,390			70,821			1,152,647
	R. Colby Slaughter
	Voluntary Termination			-			-			-			-			-			-
	Terminated for cause			-			-			-			-			-			-
	Retirement			-			-			-			-			-			-
	Involuntary termination(1)			600,000			729,000			-			53,068			562,353			-
	Change in Control			-			-			-			-			-			-
	Involuntary or voluntary termination for good reason after change in control(2)			1,200,000			1,476,000			116,670			85,105			1,622,185			-

(1)
For purposes of calculating the executive’s cash severance entitlement, represents the executive’s base salary and target Annual Cash Incentive pay times the applicable tier multiplier under the Non-CIC Severance Plan (2 times for Tier I, 1.5 times for Tier II, and 1 times for Tier III) and pro-rata as of December 31, 2024. Mr. Bloomquist is included in Tier I; Messrs. Moeltner, Hicks, Osborne, and Slaughter are included in Tier II.

(2)
For purposes of calculating the executive’s cash severance entitlement, the executive’s base pay is multiplied by the applicable tier multiplier under the CIC Severance Plan (3 times for Tier I and 2 times for Tier II). Messrs. Bloomquist, Moeltner, Hicks, and Slaughter are included in Tier I and Mr. Osborne is included in Tier II. For purposes of calculating the Annual Cash Incentive Severance, the applicable tier multiplier is applied to the greater of (i) the highest annual bonus received over the three years preceding the termination of employment, (ii) the target Annual Cash Incentive for the year in which the CIC occurred, or (iii) the target Annual Cash Incentive in the year of termination, which is the full-year cash incentive for termination as of December 31, 2024.

			2025 RYAM PROXY STATEMENT						55

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

(3)
Represents the value of an additional two or three years, based upon the applicable tier multiplier, of additional years’ participation in the Savings Plan at the executive’s current contribution levels.

(4)
Represents: (i) the present value of the annual Company contribution to health and welfare plans times the applicable tier multiplier; (ii) the value of the executive’s annual tax and financial planning allowance of $25,000 for Mr. Bloomquist, and $10,000 for the other NEOs; and (iii) up to $30,000 in outplacement services.

(5)
PSU and RSU awards were valued using the $8.25 closing market price of our Common Stock on December 31, 2024. Any payout of the PSUs is subject to any common stock share cap under the Equity Incentive Plan in effect at the time of grant. Under the CIC Severance Plan, outstanding PSUs for which the performance period is not more that 50% complete will vest at target upon a change in control. Outstanding PSUs and LPUs for which the performance period is more than 50% complete at the time of the change in control will vest at the greater of target or actual performance achievement as determined pursuant to CIC Severance Plan terms. For purposes of this table, outstanding PSUs and LPUs are reflected based on their respective estimated payout levels as of December 31, 2024.

56

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Pay Versus Performance

Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

• A list of the most important financial measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance;

• A table that compares the total compensation of our CEO and other NEOs as presented in the SCT in this Proxy Statement to CAP and that compares CAP to specified performance measures; and

• Graphs that describe:

○ The relationship between our TSR and the TSR of the S&P 600 Materials Index (Peer Group TSR); and

○ The relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, Adjusted EBITDA.

This disclosure had been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our CD&A in this Proxy Statement for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. There are two primary differences between the calculation of CAP and SCT total compensation:

			SCT Total			CAP
Pension			Year over year change in the actuarial present value of pension benefits			Current year service cost and any prior year service cost (if a plan amendment occurred during the year)
Stock and Option Awards			Grant date fair value of stock and option awards granted during the year			Year over year change in the fair value of stock and option awards that are unvested as of the end of the year or vested or were forfeited during the year.(1)

(1)
Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award.

Metrics Used for Linking Pay and Performance. The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2024. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

• Adjusted EBITDA

• Relative TSR

• Adjusted Operating Cash Flow

			2025 RYAM PROXY STATEMENT						57

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Adjusted EBITDA was the most heavily weighted financial performance metric under our 2024 Annual Incentive Plan and is an important top-line measure that, when combined with the other measures in the Annual Incentive Plan and performance share unit awards, support long-term shareholder value creation. Adjusted EBITDA is the Company-selected measure included in the table and graphs that follow.

Pay Versus Performance Table. Below is the tabular disclosure for the Company’s CEO and the average of our NEOs other than the CEO for 2024, 2023, 2022, 2021 and 2020.

				Summary Compensation Table Total for CEO(1) ($)									Compensation Actually Paid (CAP) to CEO(2) ($)									Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($)			Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($)			Value of Initial Fixed $100 Investment Based On:
	Year (a)			Bloomquist			Consiglio			Boynton			Bloomquist			Consiglio			Boynton									Total Shareholder Return(3) ($)			Peer Group Total Shareholder Return ($)			Net Income (Loss) ($millions)			Adjusted EBITDA [Company Selected Measure] ($millions)(4)
	2024			3,669,650			-			-			8,177,479			-			-			1,182,241			2,129,782			214.84			151.67			(38.744)			222
	2023			3,732,138			-			-			​(1,199,645)			-			-			1,127,116			(247,468)			105.47			151.73			(101.835)			139
	2022			3,164,731			7,992,927			-			6,344,838			5,047,378			-			1,641,145			2,800,039			250.00			134.82			(14.919)			177
	2021			-			-			5,665,507			-			-			3,806,923			1,336,480			926,166			148.70			153.67			66.414			127
	2020			-			-			5,579,824			-			-			8,221,626			829,928			1,631,787			169.79			120.73			0.555			100

(1)
For 2024, the CEO was Mr. Bloomquist; other NEOs included Messrs. Moeltner, Hicks, Osborne and Slaughter. For 2023, the CEO was Mr. Bloomquist; other NEOs included Messrs. Moeltner, Hicks, Osborne and Slaughter. For 2022, CEOs were Mr. Bloomquist and Vito Consiglio; other NEOs were Messrs. Moeltner, Hicks, William Manzer and James Posze. For 2021, the CEO was Paul Boynton; other NEOs included Messrs. Moeltner, Hicks, Manzer and Posze. For 2020, the CEO was Mr. Boynton and other NEOs were Messrs. Moeltner, Frank Ruperto, Manzer and Posze.

(2)
The dollar amounts reported represent CAP, as computed in accordance with SEC rules. The fair value of option awards was determined using a Black-Sholes option-pricing model. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to SCT total compensation to determine the CAP values:

CEO Reconciliation Table:

	Fiscal Year			SCT Total for CEO ($)			Minus SCT Change in Pension Value for CEO ($)			Plus Pension Value Service Cost ($)			Minus SCT Equity for CEO ($)			Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY ($)			Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY ($)			Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year ($)			CEO CAP ($)
	2024: Bloomquist			3,669,650			0			0			1,142,011			2,897,023			2,752,817			0			8,177,479
	2023: Bloomquist			3,732,138			0			0			2,071,527			726,039			​(3,586,295)			0			​(1,199,645)
	2022: Bloomquist			3,164,731			0			0			1,681,313			4,861,420			0			0			6,344,838
	2022: Consiglio			7,992,927			0			0			2,945,549			0			0			0			5,047,378
	2021: Boynton			5,665,507			482,722			692,856			2,683,305			1,424,287			​(1,724,836)			915,136			3,806,923
	2020: Boynton			5,579,824			2,284,996			637,218			1,069,501			4,728,795			958,644			​(328,358)			8,221,626

“EOY” = End of Year and “BOY” = Beginning of Year

58

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Average Other NEOs:

	Fiscal Year			SCT Total for Average Other NEOs			Minus SCT Change in Pension Value for Average Other NEOs			Plus Pension Value Service Cost			Minus SCT Equity for Average Other NEOs			Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY			Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY			Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year			CAP for Average Other NEOs
	2024			1,182,241			0			0			224,107			535,511			518,573			117,564			2,129,782
	2023			1,127,116			0			0			461,054			201,096			​(973,198)			​(141,428)			​(247,468)
	2022			1,641,145			0			0			780,079			1,456,652			457,703			24,618			2,800,039
	2021			1,336,480			0			0			628,263			456,337			​(288,141)			49,753			926,166
	2020			829,928			0			0			211,313			934,317			121,226			​(42,371)			1,631,787

“EOY” = End of Year and “BOY” = Beginning of Year

(3)
Reflects TSR indexed to $100 for the S&P 600 Materials Index, which is an industry line peer group reported in the performance graph included in the Company’s 2024 Annual Report on Form 10-K.

(4)
Reconciliations of GAAP to non-GAAP financial measures are provided in Appendix F.

Relationship between Company TSR and Peer Group TSR and CAP and Company TSR. The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the CEO and the other NEOs. For reference, SCT total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our CEO and other NEOs are aligned with the Company’s TSR, as intended. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.

 

			2025 RYAM PROXY STATEMENT						59

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

Relationship between CAP and GAAP Net Income. The graph reflects the relationship between the CEO and Average Other NEO CAP and our GAAP Net Income. GAAP Net Income is not used as a metric in our annual or long-term incentive plans.

 

Relationship between CAP and Adjusted EBITDA (our Company-Selected Measure). The graph below reflects the relationship between CEO and Average Other NEO CAP and Adjusted EBITDA. Annual Cash Incentive Program EBITDA determined 50% of business funding under our 2024 Annual Incentive Plan and is an important measure that, when combined with the other measures in the Annual Incentive Plan and equity incentive program awards, support long-term shareholder value creation. This internal metric is closely aligned with our Company Selected Metric, Adjusted EBITDA. The graph below reflects the relationship between the CEO and Average Other NEO CAP and our Adjusted EBITDA for each year.

60

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

 

CEO Pay Ratio

The annual total compensation of our median-paid employee on a worldwide basis for 2024 was $86,714. The annual total compensation of our CEO for 2024, as reported in the 2024 Summary Compensation Table, was $3,669,650. The ratio of our CEO’s total compensation to our median employee’s total compensation was 42 to 1, which is calculated by dividing the CEO’s annual total compensation by that of our median-paid employee.

To determine the median-paid employee, we identified our total employee population as of October 1, 2024 (2,342) and, in accordance with SEC rules, excluded our CEO and employees from countries representing less than 5% of our employee base. Accordingly, we excluded a total of 15 employees (United Kingdom (8), Germany (1), China (4) and Japan (2)) from our total employee population, resulting in an employee population of 2,327 for purposes of calculating our CEO pay ratio. From this list, we ranked employees based on their tax-reported wages, converting pay for non-U.S. employees to U.S. Dollars based on exchange rates as of December 31, 2024.

We believe the CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The pay ratio reported by other companies may not be comparable to ours, as other companies may have different employment and compensation practices and may use different methodologies in calculating their pay ratios.

			2025 RYAM PROXY STATEMENT						61

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the Common Stock beneficially owned as of March 17, 2025, by each of the Company’s directors, each of the NEOs and all directors and executive officers as a group. Unless otherwise indicated, all Common Stock listed below is owned directly by the named individual:

BENEFICIAL OWNERSHIP

NAME OF BENEFICIAL OWNER

COMMON STOCK BENEFICIALLY OWNED(1)

EXERCISABLE STOCK OPTIONS(2)

TOTAL COMMON STOCK AND EXERCISABLE STOCK OPTIONS

PERCENT OF CLASS

De Lyle W. Bloomquist

​422,733

-

​422,733

​*

Eric M. Bowen

​23,146

-

​23,146

​*

Julie A. Dill

​164,122

-

​164,122

*

Charles R. Eggert

​63,555

-

​63,555

*

James F. Kirsch

​139,926

-

​139,926

*

David C. Mariano

​928,613

-

​928,613

1.39%

Lisa M. Palumbo

​174,763

-

​174,763

*

Ivona Smith

​110,613

-

​110,613

*

Bryan D. Yokley

​36,952

-

​36,952

*

Joshua C. Hicks

​249,946

-

​249,946

*

Marcus J. Moeltner

​172,139

-

​172,139

*

Michael D. Osborne

19,873

-

19,873

*

R. Colby Slaughter

​78,557

-

​78,557

*

Directors and executive officers as a group (19 persons)(4)

2,946,828(3)

-

2,946,828

​4.41%

*
Indicates that the percentage of beneficial ownership of the director or executive officer does not exceed one percent of the class.

(1)
Does not include shares of our common stock underlying outstanding unvested RSU awards as follows Mr. Bloomquist 96,544 shares; Mr. Hicks, 86,199 shares; Mr. Moeltner, 88,147 shares; Mr. Osborne, 75,604 shares and Mr. Slaughter, 52,910 shares; and all directors and executive officers as a group, 541,897 shares. These awards will not vest and become beneficially owned within 60 days. However, included in this table are the directors’ restricted stock units granted in 2024 that vest on May 16, 2025 because these restricted stock units vest within 60 days of March 17, 2025.

(2)
Pursuant to SEC regulations, stock receivable through the exercise of employee stock options that are exercisable within 60 days after March 17, 2025 are deemed to be beneficially owned as of March 17, 2025.

(3)
Includes the following shares allocated under the 401(k) Plan to the accounts of: Mr. Posze, 1,025 shares; Mr. Slaughter, 573 shares; and all directors and executive officers as a group, 1,598 shares.

(4)
Directors and executive officers are not permitted to pledge any shares of our Common Stock under our policies; to our knowledge, none have done so.

62

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

EXECUTIVE OFFICERS

Our executive officers are elected by the Board and hold office as determined by the Board. The information set forth below includes the name, age, position held with us and principal occupation and employment during at least the past five years for each of our current executive officers who are not also serving as directors, as of March 17, 2025. (Mr. Bloomquist’s biography appears in the Biographical and Qualifications Information of the Other Directors section.) There is no family relationship between any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them was appointed or elected as an officer or director, other than arrangements or understandings with our directors or officers acting solely in their capacities as such.

Kenneth J. Duffy, 61, Senior Vice President, Paperboard/High-Yield Pulp– Mr. Duffy joined the Company in November 2017 as Vice President, Sales & Marketing, High-Yield Pulp, following the Company’s acquisition of Tembec Inc., a role he held until May 1, 2021. He was then promoted to Vice President, Commercial, serving in that capacity from May 1, 2021, to January 1, 2024, when he was promoted to his current position. Mr. Duffy began his career at Tembec in 2011 as Vice President, Sales, Paper Pulp, and was later promoted to Vice President, Sales & Marketing, High-Yield Pulp and Newsprint on March 22, 2016. Prior to joining Tembec, he held various sales and technical service roles of increasing responsibility in the specialty chemicals sector. Mr. Duffy holds a Bachelor of Applied Science degree in Chemical Engineering from the University of Toronto.

Gabriela Garcia, 50, Chief Accounting Officer and Vice President, Controller– Ms. Garcia joined the Company in March 2020 as Vice President, Corporate Controller, and was promoted to her current position in August 2020. Prior to joining the Company, she served as Controller for Nexeo Plastics Parent Inc. in Houston, TX, from July 2019 to February 2020. From July 2012 to June 2019, she held the roles of Assistant Controller and Controller at Nexeo Solutions Inc. Ms. Garcia has over two decades of accounting experience, including positions at Harken Energy Corporation, Reliant Energy, Inc., Air Liquide USA, LLC, Marathon Oil Company, and Geokinetics, Inc. She is a Certified Public Accountant and holds a bachelor’s degree in marketing from the University of Texas at Arlington, a Master’s degree in Accounting from the University of St. Thomas in Houston, TX, and an MBA from Houston Baptist University. She is also a graduate of the Advanced Management Program at Harvard University.

Joshua C. Hicks, 46, Senior Vice President, High Purity Cellulose Business– Mr. Hicks joined the Company on December 6, 2021 as Senior Vice President, High Purity Cellulose Business. From 2020 to 2021, he served as Vice President, Global Industrial Solutions for Univar Solutions, where he had global P&L responsibility for the Coatings & Construction, Homecare & Industrial Cleaning, Lubricants, Aerospace, and Packaging businesses. From 2019 to 2020, he was Vice President, Focused Industries for Univar Solutions, where he had North America P&L responsibility for the Coatings & Construction, Pharmaceutical, Food, Personal Care, Homecare & Industrial Cleaning, Lubricants, Aerospace, and Packaging businesses. Prior to Univar, Mr. Hicks served in a series of Business Director roles at Nexeo Solutions from 2013 to 2019, with P&L responsibility for various specialty and commodity chemical businesses. Before joining Nexeo, Mr. Hicks held positions of increasing responsibility within several business units at Dow Chemical, gaining extensive commercial and operational experience. Mr. Hicks holds a B.S. in Chemical Engineering from Brigham Young University and an MBA from Rice University’s Jones Graduate School of Business.

Whitney K. McGuire, 54, Vice President and Assistant General Counsel – Ms. McGuire joined RYAM in August 2018 as Associate General Counsel, was promoted to Assistant General Counsel in March 2020, and to her current position in January 2023. Prior to joining RYAM, she was a shareholder with Smith Hulsey & Busey, where she practiced commercial litigation from October 2010 to August 2016. Ms. McGuire began her professional career as a process engineer and manufacturing manager in fine chemical and pharmaceutical manufacturing with Hoffmann-La Roche and Henkel Surface Technologies. She holds a Bachelor of Chemical Engineering from the Georgia Institute of Technology and a J.D. from Washington University in St. Louis, Missouri.

Marcus J. Moeltner, 61, Chief Financial Officer and Senior Vice President, Finance– Mr. Moeltner joined the Company in November 2017 at its headquarters in Jacksonville, Florida, as Vice President, Corporate Development and Planning, in connection with the Company’s acquisition of Tembec Inc., and was promoted to his current

			2025 RYAM PROXY STATEMENT						63

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

position on July 8, 2019. He had rejoined Tembec in May 2008 as Vice President, Corporate Development. From 2005 to 2008, Mr. Moeltner was Vice President, Finance for Grant Forest Products Inc., a Canadian forest products producer, where he was responsible for leading a team responsible for financial analysis, treasury, cost accounting, risk management, and taxation across its business operations. From 2000 to 2004, Mr. Moeltner held various roles at Tembec, including Director, Business Planning, and Vice President, Business Analysis and Control. Mr. Moeltner began his professional career with Kimberly-Clark Corporation in 1987 and, during his tenure there, held various finance positions of increasing responsibility in Canada, France, England, and the United States. Mr. Moeltner holds an Honors Bachelor of Commerce degree from Laurentian University, Sudbury, Ontario. He is also a CPA, CMA receiving his accreditation in Ontario.

Michael D. Osborne, 57, Vice President, Manufacturing– Mr. Osborne joined the Company on April 10, 2023 as Vice President, Manufacturing. From 2022 to April 2023, he served as Vice President, Manufacturing at Kraton Corporation, where he oversaw production activities, safety performance, and operational improvements across multiple global facilities. From 2019 to 2022, as Director, Global Manufacturing, he directed initiatives to enhance plant efficiency, reliability, and quality, while overseeing daily production operations across a network of manufacturing sites. From 2015 to 2019, as Director, Global Engineering, he managed cross-functional teams responsible for major capital projects, technology upgrades, and process improvements. Prior to Kraton, Mr. Osborne served as Senior Plant Manager from 2012 to 2015 and Operations Manager from 2011 to 2012 at Arizona Chemical, where he supervised day-to-day plant operations and optimized production processes. Earlier in his career, he held engineering and strategic planning positions of increasing responsibility in the pulp, paper, and specialty chemicals sectors, gaining extensive experience in large-scale operations and process optimization. Mr. Osborne holds a B.S. in Chemistry from the University of Southern Mississippi, an M.S. in Chemical Engineering from the Georgia Institute of Technology, and an MBA from the University of Southern Mississippi.

James L. Posze, Jr., 60, Chief Administrative Officer and Senior Vice President, Human Resources– From October 2010 to March 2013, Mr. Posze served as Vice President, Human Resources at Rayonier Inc. and was promoted to Senior Vice President, Human Resources in March 2013, a position he held until June 2014. Following the Company’s 2014 spinoff from Rayonier Inc., Mr. Posze was elected Senior Vice President, Human Resources and was promoted to his current position on February 16, 2021. Prior to joining Rayonier Inc., Mr. Posze served as Global Director, Human Resources at Albemarle Corporation, a manufacturer of polymers and fine chemicals, for more than eight years. Mr. Posze holds a bachelor’s degree in management from Western Kentucky University.

Christian Antoine Lucien Ribeyrolle, 63, Senior Vice President, Biomaterials and President, Rayonier A.M. France SAS– Mr. Ribeyrolle joined the Company in 2017 following the Company’s acquisition of Tembec Inc. He was appointed Vice President, Manufacturing Center of Excellence and President, Rayonier A.M. France SAS, on March 15, 2019, Vice President, Commercial-Manufacturing Liaison on March 26, 2019, Vice President, Biomaterials on November 1, 2021, and to his current position on January 1, 2024. Prior to joining the Company, Mr. Ribeyrolle served as Manager of the pulp facility in Tartas, France, for Tembec Inc. from February 2003 to January 2008, Director of Sales, Specialty Cellulose from January 2008 to October 2008, Senior Vice President, Specialty Cellulose October 2008 to February 2013 at which time he was appointed Executive Vice President, Specialty Cellulose, and President, Tembec France SAS. Mr. Ribeyrolle holds a chemical engineering degree from l’École Nationale Supérieure de Chimie de Clermont-Ferrand in France.

Christopher W. Sittard, 57, Vice President, Sourcing– Mr. Sittard joined the Company on January 2, 2024 as Vice President, Sourcing. From 2021 to 2023, he served as Senior Vice President, Global Sourcing & Chief Procurement Officer at Zep Inc., where he oversaw a procurement function supporting multiple manufacturing facilities, distribution centers, and retail channels. From 2019 to 2021 he was Senior Vice President, Global Sourcing & Chief Procurement Officer at Solenis LLC, leading cross-functional teams responsible for cost optimization, supplier negotiations, and procurement strategy. He previously served as Vice President, Global Sourcing from 2014 to 2019, directing strategic sourcing initiatives and managing supplier relationships across a diverse chemical

64

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

product portfolio. Before joining Solenis LLC, Mr. Sittard held various procurement, distribution, business development and sales positions of increasing responsibility within the specialty chemicals sector, gaining extensive experience in global supply chain management. He holds a Bachelor of Arts degree in Chemistry from Assumption University.

R. Colby Slaughter, 47, Senior Vice President, General Counsel and Corporate Secretary– Mr. Slaughter joined Rayonier Inc. in January 2013 as Senior Counsel, a position he held until June 2014. Following our 2014 spinoff from Rayonier Inc., he was appointed to the same position at the Company. In May 2016 he was appointed Assistant General Counsel. Effective March 21, 2020, he was elected Vice President, General Counsel and Corporate Secretary of the Company and on September 1, 2022 he was elected Senior Vice President, General Counsel and Corporate Secretary. Prior to joining Rayonier Inc., Mr. Slaughter was an Associate with the law firm of K&L Gates LLP from 2007 to 2013. Mr. Slaughter holds a B.S. in Business Management from Brigham Young University and a JD from the University of Virginia School of Law.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table shows the holdings of persons known to us to beneficially own more than five percent of the Company’s outstanding Common Stock as of March 17, 2025.

	NAME AND ADDRESS OF BENEFICIAL OWNER			AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP			PERCENT OF CLASS
	Condire Management, LP, 1717 McKinney Ave. Suite 850 Dallas TX 75202			6,356,130(1)			9.73%
	BlackRock, Inc. 50 Hudson Yards New York, NY 10001			5,566,117(2)			8.5%
	Dimensional Fund Advisors LP 6300 Bee Cave Road Building One Austin, TX 78746			3,970,285(3)			6.0%
	The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355			3,385,825(4)			5.18%

(1)
Aggregated holdings and percent of class as of December 31, 2023, as reported to the SEC on Schedule 13G/A on February 14, 2024, by Condire Management, LP and its general partner, Condire Management GP Holdings, LLC, and the managing members of such general partner, Ryan E. Schedler and Bradley J. Shisler, indicating shared voting power and shared dispositive power over 6,356,130 shares of Common Stock.

(2)
Aggregated holdings and percent of class as of December 31, 2023, as reported to the SEC on Schedule 13G/A on January 25, 2024, indicating sole voting power over 5,279,447 shares of Common Stock; and sole dispositive power over 5,566,117 shares of Common Stock.

(3)
Aggregated holdings and percent of class as of December 31, 2024, as reported to the SEC on Schedule 13G/A on January 23, 2025, indicating sole voting power over 3,892,166 shares of Common Stock; and sole dispositive power over 3,970,285 shares of Common Stock.

(4)
Aggregated holdings and percent of class as of December 29, 2023, as reported to the SEC on Schedule 13G/A on February 13, 2024, indicating shared voting power over 29,062 shares of Common Stock; sole dispositive power over 3,334,657 shares of Common Stock; and shared dispositive power over 51,168 shares of Common Stock.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of our Company. Based solely on a review of copies of such forms filed with respect to fiscal year 2024 and the written representations received from certain reporting persons that no other reports were required, we believe that all directors, executive officers and persons who own more than 10% of the Company’s outstanding Common Stock have complied with the reporting requirements of Section 16(a).

			2025 RYAM PROXY STATEMENT						65

 

EXECUTIVE COMPENSATION TABLES AND RELATED INFORMATION

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ms. Dill and Ms. Palumbo and each of Messrs. Adair, Mariano and Yokley served as a member of our Compensation Committee during the fiscal year ended December 31, 2024. The Board has determined in its business judgment that, during the time each member served on the Compensation Committee, that each member was independent within the meaning of the SEC and NYSE rules and the Director Independence Standards adopted by the Board as part of the CGPs. No member of the Compensation Committee served as one of our executive officers or employees at any time during 2024 or engaged in any related person transaction or relationship required to be disclosed in this Proxy Statement. None of our executive officers serve, or served during 2024, as a member of the board of directors or compensation committee of a public company that has at least one of its executive officers serving on our Board or Compensation Committee.

66

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Proposal 5 –Approval of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated

Stockholders are being asked to approve an amendment and restatement of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan (the current plan, the 2023 Plan, and such amended and restated plan, the Amended 2023 Plan). The Amended 2023 Plan was approved by our Board of Directors on March 20, 2025, subject to stockholder approval.

The primary purpose of amending and restating the 2023 Plan is to increase the number of shares remaining available under the 2023 Plan to continue to be able to meet the Company’s compensation goals. The increase in the share reserve will enable us to continue to grant equity awards to our directors, executive officers and other employees to align their interests with those of the Company’s stockholders. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. To ensure that the Company has an adequate number of shares available for compensation to its directors, executive officers and other employees, we are asking our stockholders to approve the Amended 2023 Plan.

Under the Amended 2023 Plan, the number of shares of common stock available for issuance to eligible directors, officers and employees would be increased by 2,573,000 shares, bringing the total number of shares that may be issued under the Amended 2023 Plan to 4,055,561 shares. The Board and the Compensation Committee approved this increased share reserve based on the considerations outlined below. In addition to the increase in available shares, the Amended 2023 Plan incorporates the following proposed amendments:

  the extension of the plan term from May 17, 2033 to May 14, 2035 (the tenth anniversary of the effective date of the 2023 Amended Plan, if approved by stockholders);

  the addition of “other stock-based awards” as a type of award available under the Amended 2023 Plan, as deemed by the Compensation Committee to be consistent with the purposes of the Amended 2023 Plan; and

  increase to the annual limit on director equity and cash compensation under the Amended 2023 Plan from $400,000 to $500,000. The Amended 2023 Plan also includes immaterial amendments, as addressed in the summary of the plan’s key terms below.

The Amended 2023 Plan also reflects immaterial amendments, as addressed in the summary of the plan’s key terms below.

The Amended 2023 Plan will be effective upon its approval by the Company’s stockholders at our Annual Meeting on May 14, 2025.

			2025 RYAM PROXY STATEMENT						67

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Outstanding Awards under the 2023 Plan and Determination of Share Reserve for the Amended 2023 Plan

The following table presents information about the number of shares that were subject to various outstanding equity awards under the 2023 Plan and the shares remaining available for issuance under the 2023 Plan. On March 10, 2025, the total number of shares outstanding was 3,026,564 and closing market price per share of our common stock on that date was $5.49.

				AS OF 3/10/2025
	Number of outstanding stock options as of March 10, 2025			​0
	Weighted average exercise price of the outstanding stock options as of March 10, 2025			​N/A
	Weighted average remaining contractual term of the outstanding stock options as of March 10, 2025			​N/A
	Number of outstanding shares of restricted stock and stock units as of March 10, 2025			​1,623,060
	Number of outstanding performance shares (at target) as of March 10, 2025			​1,403,504
	Number of shares remaining available for issuance under the 2023 Plan as of March 10, 2025			​1,482,561
	Proposed number of shares available for issuance under the Amended 2023 Plan			​4,055,561

In determining whether to approve the Amended 2023 Plan, including the increased share reserve under the Amended 2023 Plan, the Board and the Compensation Committee considered the following:

  If the Amended 2023 Plan is not approved, we will not have sufficient shares available under the 2023 Plan to make equity-based compensation awards to our directors and executive officers.

  We expect the proposed share reserve under the Amended 2023 Plan to provide us with enough shares for awards for approximately three (3) years. This expectation assumes that we continue to grant annual equity awards under the long-term incentive program consistent with our current practices and historical usage with respect to such annual awards (not taking into account new hire grants) and is dependent on our stock price as well as hiring activity during the next few years and forfeitures of outstanding awards under the Amended 2023 Plan and the 2023 Plan. We cannot predict our future equity grant practices, the future price of our stock or future hiring activity with any degree of certainty at this time, so the share reserve under the Amended 2023 Plan could last for a shorter or longer time.

  The potential dilution to our stockholders that may result from the issuance of shares of common stock pursuant to outstanding awards and awards to be issued under the Amended 2023 Plan: Our fully-diluted overhang rate as of March 10, 2025 (calculated by dividing (x) the number of shares of common stock subject to equity awards outstanding plus shares of common stock remaining available for issuance for future awards by (y) the number of shares of common stock outstanding plus x (the sum of the number of shares of common stock subject to equity awards outstanding plus the remaining shares available for issuance) was 6.2%. Our overhang rate as of March 10, 2025, on a pro forma basis, assuming that the additional share reserve under the 2023 Plan was authorized as of that date, would have been 9.7%.

  Analysis by our compensation consultant, which was based on generally accepted evaluation methodologies used by proxy advisory firms, that the number of shares to be reserved under the Amended 2023 Plan is within generally accepted standards as measured by an analysis of the Amended 2023 Plan cost relative to industry standards.

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain highly qualified executives and employees, the Board has determined that the size of the share reserve under the Amended 2023 Plan is reasonable and appropriate at this time.

68

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Key Governance Highlights of the Amended 2023 Plan

  No automatic vesting of equity-based awards upon a change in control (so-called “single trigger” vesting) unless outstanding awards are not assumed by the surviving entity

  Recycling of shares back into the share reserve only occurs in the event of forfeiture or cancellations of outstanding awards and other similar events listed below under “Key Terms of the Amended 2023 Plan – Share Reserve”

  Minimum one-year vesting period for all awards subject to certain limited carve outs

  Prohibition on payment of dividends while an award is unvested

  Awards are subject to potential reduction, cancellation, forfeiture or other clawback in certain circumstances

  No repricing of stock options or stock appreciation rights without stockholder approval

  No discounted options may be granted

  A limit on the amount of equity and cash compensation that may be paid to each of our non-employee directors in a given calendar year

  Stockholder approval is required for all material amendments in accordance with applicable law

  Provides for administration by our independent Compensation Committee

Key Terms of the Amended 2023 Plan

The following is a summary of the key provisions of the Amended 2023 Plan. Some of these provisions are described in greater detail below, and the summary and descriptions are qualified in their entirety by reference to the full text of the Amended 2023 Plan included in Appendix D attached hereto.

Purpose			Attract and retain highly qualified employees and directors; motivate and reward performance that will lead to sustained increases in stockholder value; increase participants’ interest in our long-term success and commitment to creating stockholder value
Eligible Participants			Any individual who is an employee or non-employee director of the Company
Award Types			Stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), cash-based awards, other stock-based awards, and performance shares
Proposed Share Reserve			4,055,561 shares • as may be increased for awards granted under the 2023 Plan, as currently in effect or as proposed to be amended, and the Prior Plan (as defined in the Amended 2023 Plan) that are forfeited, terminated, expire unexercised, settled in cash in lieu of stock or released from a reserve for failure to meet maximum payout
Annual Limit on Director Equity and Cash Compensation			Total equity and cash compensation under the Amended 2023 Plan of no more than $500,000
Plan Term			The Amended 2023 Plan will expire on the tenth anniversary of the effective date.

Stockholder Approval Requirement

In general, stockholder approval of the Amended 2023 Plan is necessary in order for the Company to meet the stockholder approval requirements of the NYSE and grant stock options that qualify as incentive stock options under IRC Section 422.

			2025 RYAM PROXY STATEMENT						69

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

SUMMARY OF THE AMENDED 2023 PLAN

Administration

The Compensation Committee, or such other committee as designated by the Board, will administer the Amended 2023 Plan with the authority to, among other things, interpret the plan, determine eligibility for, grant and determine the terms of awards, and to do all things necessary or appropriate to carry out the provisions and purposes of the Amended 2023 Plan. Awards granted under the Amended 2023 Plan will be subject to a minimum vesting period of at least one year, subject to limited carve-outs. Awards to non-employee directors, which may include stock options, restricted shares, RSUs, or other stock-based awards, will be administered by the Board. The Compensation Committee may delegate certain of its powers and authority, as it deems appropriate, with respect to awards to participants who are not executive officers or non-employee directors of the Company.

Types of Awards

Restricted Stock and RSUs. Restricted stock is one or more shares of common stock awarded to grantees subject to restrictions determined by the Compensation Committee. An RSU is a contractual right that entitles the grantee to receive shares of common stock (or cash, in the Compensation Committee’s discretion) at a future date subject to terms and conditions determined by the Compensation Committee. The restriction period and vesting restrictions, which may include time-based and/or performance-based vesting criteria, will be determined by the Compensation Committee for each such award. Shares of restricted stock carry voting rights; RSUs do not.

The Compensation Committee may provide that restricted stock and RSU awards earn dividends or dividend equivalents. Any such dividends or dividend equivalents will be accumulated and credited to an account for the participant, settled in cash or stock as determined by the Compensation Committee upon or following vesting of the award, and will be subject to the same terms and conditions, including vesting restrictions, as the underlying award.

Except as otherwise provided in the award agreement or by the Compensation Committee, if a grantee terminates employment for any reason, any unvested restricted stock and RSUs held by the grantee will be forfeited. In the event of death, disability, retirement or other special circumstances, the Compensation Committee may determine to waive the restrictions with respect to unvested awards.

Stock Options and SARs. Options granted under the 2023 Plan may be either non-qualified stock options or incentive stock options qualifying for special tax treatment under IRC Section 422. The exercise price of any stock option may not be less than the fair market value of the Company’s common stock on the date of grant. The term of non-qualified stock options and incentive stock options may not exceed ten years from the date of grant.

SARs may be granted to employees on a stand-alone basis or in tandem with stock options. The exercise of a SAR will entitle the holder to receive cash or shares of common stock (or a combination of cash and stock) having a value equal to the excess of the fair market value of the shares of common stock on the date of exercise over the exercise price of the SAR.

Unless otherwise determined by the Compensation Committee, options and SARs are treated as follows upon termination of a participant’s employment: Upon retirement or termination due to disability, all unvested options/SARs held by a participant vest and remain exercisable for a period of five years or until any earlier expiration. Upon a participant’s death, unvested options/SARs are forfeited and vested options/SARs remain exercisable for a period of five years or until any earlier expiration. Upon a participant’s termination for cause, all options/SARs held by the participant are forfeited. Upon termination for any other reason, all unvested options/SARs are forfeited and vested options/SARs remain exercisable for a period of six months or until any earlier expiration.

Cash-Based Awards and Other Stock-Based Awards. The Compensation Committee is authorized to grant awards denominated in cash, subject to such terms and conditions as it may determine. Each cash-based award will

70

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

specify a payment amount, payment range or a value determined with respect to the fair market value of our stock, as determined by the Compensation Committee. The Compensation Committee is authorized to grant other stock-based awards as it deems to be consistent with the purposes of the Amended 2023 Plan and subject to such terms and conditions as it may determine.

Performance Shares. The Compensation Committee is authorized to award under the Amended 2023 Plan performance-based RSUs (or “performance share units”) that vest subject to the satisfaction of performance-based criteria as determined by the Compensation Committee. Any dividends or dividend equivalents accumulated and credited with respect to a performance-based award will be subject to the same terms and conditions, including vesting restrictions, as the underlying award, and no dividends or dividend equivalents will be paid on unvested awards.

The performance objectives of performance shares will be determined by the Compensation Committee in writing prior to, or reasonably promptly following the inception of, a performance period. The performance objectives for performance shares will be based on the achievement of one or more of the following business criteria measured over the specified performance period:

•  net income or net earnings (before or after taxes) •  earnings per share •  operating income •  operating cash flow •  free cash flow •  cash available for distribution •  revenue growth •  earnings before income taxes and depreciation •  earnings before interest, taxes, depreciation and amortization •  margins (including but not limited to gross or operating margins) •  reductions in operating expenses			•  sales or return on sales •  stock price (including, but not limited to, growth measures and TSR) •  return measures (including but not limited to return on equity, return on total capital, return on invested capital and return on assets) •  economic value added •  expense targets •  cost reductions and savings •  attainment of budget goals •  increase in surplus •  productivity improvements •  attainment of strategic or operational initiatives •  any other objective or subjective criteria determined by the Compensation Committee

A performance goal may also be based on an employee’s attainment of personal objectives with respect to the foregoing criteria or other criteria, measured as objective goals, such as growth and profitability, customer satisfaction, market share, leadership effectiveness, business development, operational efficiency or operational improvement, strategic or operational initiatives, negotiating transactions and sales or developing long-term business goals. Performance goals may be measured on a periodic, annual, cumulative or average basis; established on a corporate-wide basis or with respect to one or more operating units; or established in absolute terms, relative to performance in prior periods, compared to the performance of one or more peer companies or an index, or otherwise as the Compensation Committee may determine.

When establishing the performance objectives for an award, the Compensation Committee may provide that the evaluation of the objectives will exclude or otherwise equitably adjust for any specified circumstance or event that occurs during a performance period, including but not limited to, asset write-downs or impairment charges; reorganization and restructuring; acquisitions or divestitures; foreign exchange gains and losses; or any other unusual or infrequently occurring items or any other special or designated items, events or circumstances as the Compensation Committee may determine.

Following the completion of the performance period, the Compensation Committee will certify in writing as to whether the performance objectives and other material terms of the performance award have been achieved. The Compensation Committee may reduce, eliminate, or under the Amended 2023 Plan, increase performance awards for any reason at any time. To the extent necessary to preserve the intended economic effects of the Amended

			2025 RYAM PROXY STATEMENT						71

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

2023 Plan, the Compensation Committee may also exercise discretion to adjust the performance goals or awards to take into account a change in corporate capitalization, a corporate transaction, a partial or complete liquidation of the Company or a subsidiary, a change in accounting or other relevant rules or regulations, or any other unusual, non-recurring, non-core or other event.

Except as otherwise provided in the award agreement or under a severance plan covering the participant, upon a participant’s termination of employment during a performance period due to death, disability, retirement, or under other circumstances where the Compensation Committee finds that a waiver would be in the best interests of the Company, that participant may be entitled to payment of a performance-based award based on actual achievement of performance objectives during the full performance period, which award may be maintained without change or reduced and prorated. The Compensation Committee may also provide for an earlier payment in settlement of such performance-based award in such amount and under such terms and conditions as the Compensation Committee deems appropriate. If a participant terminates employment for any other reason, then the participant’s outstanding performance-based award will be forfeited unless otherwise determined by the Compensation Committee.

Change in Control

In the event of a CIC, if the surviving entity assumes or otherwise equitably converts or substitutes outstanding equity awards under the Amended 2023 Plan, then those awards will then be subject to “double trigger” vesting. In other words, those awards will remain outstanding and vesting will accelerate only upon a qualifying termination event within two years following the CIC. Under the Amended 2023 Plan, a qualifying termination is a termination without cause, other than for cause or due to death or disability, or for executives who participate in the executive CIC severance plan, any termination event specified under that plan.

In the event of a qualifying termination, a participant’s outstanding stock options/SARs will vest in full and all restrictions on time-based restricted stock and RSUs will lapse. For performance-based awards where the performance period is more than half complete at the time of the CIC, the awards will be paid out at the greater of payout based on actual performance achievement; if applicable, based on the share price at the time of CIC; or the award at 100% of target. For performance-based awards where the performance period is less than half complete, the award would vest at 100% of target.

If outstanding awards under the Amended 2023 Plan are not assumed or otherwise equitably converted or substituted by the surviving entity, then the awards will vest in the same manner as described above upon the occurrence of the CIC.

Under the Amended 2023 Plan, “change in control” is generally defined as occurring when (i) an individual, entity or group acquires 30% or more of the Company’s Stock or voting power, or (ii) when the Board’s incumbent members cease to make up a majority of the Board, or (iii) upon consummation of a reorganization, merger, asset sale or other transaction, unless after such transaction, (A) the Company’s stockholders prior to the transaction hold more than 50% of the ownership or voting power in the post-transaction entity, and (B) no person or group owns 30% or more of the post-transaction entity, and (C) at least 50% of the members of the Board after the transaction were members of the Board before the transaction, or (iv) upon approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

Adjustments for Certain Events

In connection with any equity restructuring, including a stock dividend, stock split, spin-off or recapitalization, the Compensation Committee will equitably adjust the terms of the Plan, including the share reserve and individual award limits, and each outstanding Award as it deems appropriate.

In the event of certain corporate transactions or events, including a merger, consolidation, repurchase, the disposition of all or substantially all of the assets of the Company, a CIC or other unusual or nonrecurring transaction or event, or any change in any applicable law or accounting principles, the Compensation Committee

72

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

is authorized to take any of the following actions as it deems appropriate to: (i) provide for the cancellation of any awards in exchange for cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such award (unless the amount that could have been obtained is equal to or less than zero, then the award may be terminated without payment); (ii) provide that awards will vest and, to the extent applicable, be exercisable; (iii) provide that awards be assumed or substituted by the surviving entity; (iv) make adjustments in the number and type of shares of stock and/or in the terms and conditions of outstanding awards; (v) replace awards with other rights or property selected by the Compensation Committee; and/or (vi) provide that awards will terminate.

Amendment or Termination

The Board may at any time amend, modify, suspend or terminate the Amended 2023 Plan, in whole or in part. Any such amendment, however, will be subject to stockholder approval if such approval is required under NYSE rules or applicable law, including any increase in the number of shares available for issuance under the Amended 2023 Plan or any option repricing. No amendment, modification or termination of the Amended 2023 Plan may in any manner adversely affect any previously granted award without the consent of the participant.

Restrictive Covenants; Clawback

Except after a CIC, the exercise of any option or right and the receipt of any award is subject to the employee refraining from competitive activity for a specified period and refraining from acting in a manner contrary to the best interests of the Company.

Except following a CIC, if the employee terminates employment in breach of any covenants under the Amended 2023 Plan and becomes employed by a competitor within one year after the date of exercise of any option or the receipt of any award, the employee must pay to the Company an amount equal to any gain from the exercise of the option or the value of the award, in each case measured by the amount reported as taxable compensation to the employee by the Company for federal income tax purposes.

CERTAIN U.S. FEDERAL TAX CONSEQUENCES

The following summary is intended as a general guide to the U.S. federal income tax consequences relating to the awards granted under the Amended 2023 Plan based on applicable statutory provisions as of the date of this Proxy Statement, which are subject to change at any time and may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the federal income tax consequences but does not attempt to describe all possible federal or other tax consequences of such grants or tax consequences based on particular circumstances. State, local, estate and other tax consequences are not addressed below.

Restricted Stock, RSUs and Performance Shares. With respect to restricted stock and RSUs, including performance-based RSUs (or “performance shares”), in general, no income is realized by the grantee at the time of grant.

When restrictions on restricted stock lapse, the grantee will be subject to tax at ordinary income rates on the amount by which the fair market value of the restricted stock at such time exceeds the amount (if any) paid for the award by the grantee. However, a grantee may elect under IRC Section 83(b) within 30 days after the date of receipt of the restricted stock to be taxed differently. In such a case (1) income is realized by the grantee at the time of grant in an amount equal to the excess of the fair market value of such shares of restricted stock at such time (determined without regard to any restrictions which apply to the shares of restricted stock) over the purchase price, if any, of the shares of common stock and (2) when the underlying shares of common stock are sold, the grantee will recognize capital gain or loss measured by the difference between the amount realized on the disposition and the basis of the restricted stock, which will equal the sum of the purchase price and the amount included in gross income under IRC Section 83(b).

			2025 RYAM PROXY STATEMENT						73

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

With respect to RSUs and performance shares, the grantee will be subject to tax at ordinary income tax rates when the shares of common stock underlying the RSUs or performance shares are delivered to the grantee. Federal income tax will be calculated on the amount by which the fair market value of the stock at the time of delivery exceeds the amount (if any) paid for the award by the grantee. A grantee may not make an election under IRC Section 83(b) with respect to RSUs or performance shares.

With respect to a sale of restricted stock after the forfeiture period has expired, the holding period to determine whether the grantee has long-term or short-term capital gain or loss generally begins when the restrictions expire and the tax basis for such shares of stock will generally be based on the fair market value of such shares of stock on such date (except that an IRC Section 83(b) election will cause the holding period commencement and the tax basis to be determined as of the grant date). With respect to a sale of stock acquired under RSUs or performance shares, the holding period to determine whether the grantee has long-term or short-term capital gain or loss generally begins when the shares of stock were delivered to the grantee. For restricted stock, RSUs and performance shares, the Company generally will be entitled to a deduction equal to the amount that is taxable as ordinary income to the grantee.

Non-Qualified Stock Options. On the exercise of a non-qualified stock option, the optionee will recognize ordinary income for federal income tax purposes on the amount by which the fair market value of the stock on the date of exercise exceeds the exercise price of the option. The optionee will be taxed on this amount in the year of exercise, and the Company generally will be allowed a deduction in this amount for federal income tax purposes in the same year. When the optionee disposes of shares of common stock acquired on the exercise of a non-qualified stock option, any amount received in excess of the fair market value of such shares on the date of exercise will be treated as either a long- or short-term capital gain to the optionee, depending on the holding period of such shares. If the amount received is less than the market value of the shares of common stock on the date of exercise, the loss will be treated as either a long- or short-term capital loss, depending on the holding period of such shares.

Incentive Stock Options. On the exercise of an incentive stock option, no ordinary income will be recognized by the optionee, although the spread between the fair market value of the stock on the date of exercise over the exercise price of the option is an item of tax preference for purposes of the calculation of the optionee’s alternative minimum tax. If the optionee holds the shares of stock for over one year after the date of exercise and two years from the date of grant, then on the sale of the shares of stock (i) the excess of the sale proceeds over the aggregate exercise price of the option will be long-term capital gain to the optionee, and (ii) the Company will not be entitled to a tax deduction under such circumstances. Generally if the optionee sells or otherwise disposes of the shares of stock within one year after the date of exercise, the excess of the fair market value of such shares at the time of exercise over the aggregate exercise price (but generally not more than the amount of gain realized on the disposition) will be ordinary income to the optionee at the time of such disposition. This is sometimes referred to as a “disqualifying disposition.” The Company generally will be entitled to a federal tax deduction equal to the amount of ordinary income recognized by the optionee upon a disqualifying disposition.

Stock Appreciation Rights. With respect to SARs, in general, no income is realized by the grantee at the time the SAR is granted. Generally, at exercise, the grantee will be required to include as ordinary income an amount equal to the fair market value of any shares of stock received on the exercise, and the Company may be entitled to a federal income tax deduction equal to the amount of income taxed to the grantee.

Cash-Based Awards and Other Stock-Based Awards. A grantee of an award denominated in cash will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a grantee will recognize ordinary income equal to the cash received, and the Company will be allowed a corresponding federal income tax deduction at that time. The tax consequence to a grantee of an “other stock-based award” depends on the type of award, right or interest, and when it vests.

74

 

PROPOSAL 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

PLAN BENEFITS

There were approximately 2,400 employees, including 11 executive officers, and 8 non-employee directors of the Company and its subsidiaries as of March 10, 2025. Because the Compensation Committee has full discretion to determine who is a participant in the Amended 2023 Plan, there is no way to predict how many employees may ultimately receive awards under the Amended 2023 Plan. Further, because the Compensation Committee (or Board, as applicable) has discretion to determine the amount and form of awards, subject to Amended 2023 Plan terms, there is no way to determine in advance the benefits or amounts that will be received in the future by or allocated to specific officers or employees, or groups thereof, or to non-employee directors under the Amended 2023 Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2024 regarding all compensation plans under which equity securities of the Company are authorized for issuance. See above in this proposal under “Outstanding Awards under the 2023 Plan and Determination of Share Reserve for the Amended 2023 Plan” for additional information regarding outstanding awards and remaining share reserve under our 2023 Plan as of December 31, 2024.

	PLAN CATEGORY			(A) NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS			(B) WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS			(C) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A))
	Equity compensation plans approved by security holders			​3,341,513(1)			​$0.00(2)			​2,323,056
	Equity compensation plans not approved by security holders			N/A			N/A			N/A
	Total			​3,341,513			​$0.00			​2,323,056

(1)
Consists of 849,137 RSUs, 920,715 performance shares, and 1,005,114 performance shares contingently held in reserve in the event of a maximum payout awarded under the Rayonier Advanced Materials 2021 Incentive Stock Plan; and 917,079 RSUs, 654,582 performance shares, and 654,582 performance shares contingently held in reserve in the event of a maximum payout awarded under the Rayonier Advanced Materials 2023 Incentive Stock Plan.

(2)
The weighted-average exercise price in column (B) does not take performance shares into account.

SUPPLEMENTAL INFORMATION

The Company intends to register the additional shares of common stock issuable under the Amended 2023 Plan under the Securities Act of 1933, as amended, on Form S-8 as soon as reasonably practical.

BOARD RECOMMENDATION

The Board believes that the stock-based compensation and other performance-based awards that may be granted under the Amended 2023 Plan align the interests of recipients with those of our stockholders, encourage decisions and reward performance that contributes to the long-term growth of the Company’s business, and enhances stockholder value. For this reason and those described above in this proposal, the Board believes that it is in the best interests of the Company and its stockholders to approve the Amended 2023 Plan.

			The Board of Directors recommends that you vote “FOR” this proposal to approve the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated

			2025 RYAM PROXY STATEMENT						75

 

PROPOSAL 6 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Proposal 6 – Ratification of the Appointment of Independent Registered Public Accounting Firm

APPOINTMENT OF GRANT THORNTON AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025

On February 12, 2025, the Audit Committee appointed Grant Thornton as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. Although submission of the appointment for ratification by the stockholders is not legally required, the Board believes that it is consistent with best practices and is an opportunity for stockholders to provide direct feedback to the Board on this important issue of corporate governance. If the stockholders do not ratify the selection of Grant Thornton, the Audit Committee will reconsider the selection of the independent registered public accounting firm for the Company for 2025.

Representatives of Grant Thornton will be present at the 2025 Annual Meeting to respond to appropriate questions, and they will have an opportunity to make a statement if they desire to do so.

			The Board of Directors recommends that you vote “FOR” the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for 2025

REPORT OF THE AUDIT COMMITTEE

Management has primary responsibility for the Company’s financial statements and its reporting process, including the Company’s internal control system. Its independent registered public accounting firm is responsible for auditing the Company’s financial statements and expressing an opinion as to the conformity of such statements with accounting principles generally accepted in the United States of America as well as auditing the Company’s internal control over financial reporting.

The Audit Committee’s role is to assist the Board of Directors in oversight of the Company’s financial reporting process, including oversight of annual audits and quarterly reviews of the Company’s financial statement filings and audits of internal control over financial reporting. The Audit Committee has sole responsibility for the appointment, compensation and oversight of the Company’s independent registered public accounting firm. The Audit Committee is currently composed of four directors, all of whom have been determined by the Board of Directors in its business judgment to be independent within the meaning of the Company’s Director Independence Standards and independent and financially literate as defined under applicable securities laws and rules of the NYSE and operates under a written charter adopted by the Board of Directors. A copy of the Audit Committee charter can be found on the Company’s website at investors.ryam.com/governance/corporate-governance-information.

The Audit Committee has reviewed the audited financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and has discussed these audited financial statements with management and with the Company’s independent registered public accounting firm. In addition, the Audit Committee has held discussions with the Company’s independent registered public accounting firm covering the matters required by SEC rules and the Public Company Accounting Oversight Board’s (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees. The Audit Committee has also

76

 

PROPOSAL 6 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB for independent auditor communications with audit committees concerning independence and has held discussions with the Company’s independent registered public accounting firm regarding their independence.

The Audit Committee met with the Company’s chief internal audit executive and with the Company’s independent registered public accounting firm representatives to discuss the overall scope and plans for each of their respective audits, the results of their examinations, their evaluations of the adequacy of the Company’s internal control over financial reporting and disclosure controls and procedures and the overall quality of the Company’s financial reporting. Separate private meetings without management present were also held with the Company’s chief internal audit executive at four meetings of the Audit Committee in 2024 and with representatives of the Company’s independent registered public accounting firm at four meetings of the Audit Committee in 2024. The Audit Committee also held four regularly scheduled private meetings with the Company Ombudsman in 2024. The Ombudsman is responsible for handling concerns and inquiries regarding compliance matters, including any submissions regarding the Company’s accounting, internal controls and auditing, as required by the Sarbanes-Oxley Act of 2002.

Based on the Audit Committee’s reviews and discussions with management and the independent registered public accounting firm as discussed above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. The Audit Committee has also appointed and has requested stockholder ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

This report is furnished by the members of the Audit Committee.

Bryan D. Yokley, Chair

Eric M. Bowen

Charles R. Eggert

David C. Mariano

AUDIT COMMITTEE FINANCIAL EXPERTS

The Board has evaluated whether at least one Audit Committee member meets the qualifications to serve as an audit committee financial expert in accordance with SEC rules. Based on its evaluation, the Board has determined in its business judgment that Messrs. Mariano and Yokley are each independent of management and qualify as audit committee financial experts.

			2025 RYAM PROXY STATEMENT						77

 

PROPOSAL 6 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Grant Thornton has served as the Company’s independent registered public accounting firm since March 9, 2016. The Audit Committee may change the appointment of the independent registered public accounting firm at any time if it determines, in its discretion, that such a change is in the best interests of the Company and its stockholders.

Grant Thornton billed the Company the following fees and expenses for services performed in fiscal years ended December 31, 2024 and 2023, respectively:

	FEES ($ THOUSANDS)			2024			2023
	Audit Fees(1)			​$2,170			$1,940
	Audit Related Fees(2)			​—			73
	Tax Fees			​—			—
	All Other Fees			​—			—
	Total			​$2,170			$2,013

(1)
Audit fees included amounts for the annual audits of the financial statements and internal controls over financial reporting, as well as the reviews of quarterly reports on Forms 10-Q, accounting research and consents for SEC filings.

(2)
Audit-related services included transaction-related services.

There were no other fees billed by Grant Thornton for services rendered to us, other than the services described above, for fiscal years ended December 31, 2024, and 2023. The independent registered public accountants are prohibited by Company policy from providing professional services to Company executives for personal income tax return preparation or for financial or estate tax planning.

All services provided by the independent registered public accountant as set forth above were pre-approved in accordance with the Audit Committee’s pre-approval policies and procedures set forth on the attached Appendix E. Pursuant to such policies and procedures, the Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve, when the Audit Committee is not in session, audit-related services and allowable non-audit services and associated fees for any individual engagement for which fees are less than $10,000. Any such pre-approval of services and fees by the Chair are reported to the full Audit Committee at its next regular meeting.

Questions and Answers about the 2025 Annual Meeting can be found in Appendix A.

BY ORDER OF THE BOARD OF DIRECTORS
By:
			R. Colby Slaughter
			Corporate Secretary

78

 

APPENDIX A

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

Appendix A

Questions and Answers About the Annual Meeting

Q: WHAT AM I VOTING ON?

A: You are being asked by the Company to vote on six matters: (1) the election of three Class II directors: Lisa M. Palumbo, Ivona Smith and Bryan D. Yokley (information about each nominee is included in the Biographical and Qualification Information of the Three Nominees for Election to the Board of Directors section); (2) approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors (information can be found in Proposal 2); (3) approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions (information can be found in Proposal 3); (4) approval, in a non-binding vote, of the compensation of our named executive officers as disclosed in this Proxy Statement (referred to herein as Say on Pay and information can be found in Proposal 4); (5) approval of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated (information can be found in Proposal 5); and (6) ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025 (information can be found in Proposal 6). The Board of Directors recommends that you vote “FOR” each of the director nominees listed above and “FOR” each of the other proposals.

Q: WHO IS ENTITLED TO VOTE?

A: The record holder of any of the 66,751,785 shares of Rayonier Advanced Materials common stock (Common Stock) outstanding at the close of business on March 17, 2025, is entitled to one vote for each share of stock owned.

Q: HOW DO I VOTE?

A: You can vote in any one of the following ways:

  You can vote on the Internet by following the Vote by Internet instructions on your Internet Notice or proxy card.

  You can vote by telephone by following the Vote by Phone instructions on the proxyvote.com website referred to in the Internet Notice.

  If you receive hard copies of the proxy solicitation materials, you can vote by mail by signing and dating your proxy card and mailing it in the provided prepaid envelope. If you mark your voting instructions on the proxy card, your stock will be voted as you instruct. If you return a signed and dated card but do not provide voting instructions, your stock will be voted in accordance with the recommendations of the Board.

  You can vote in person at the Annual Meeting by delivering a completed proxy card or by completing a ballot available upon request at the meeting. However, if you hold your stock in a bank or brokerage account rather than in your own name, you must obtain a legal proxy from your broker, bank or other holder of record in order to vote at the meeting.

Regardless of how you choose to vote, your vote is important, and we encourage you to vote promptly.

Q: HOW DO I VOTE STOCK THAT I HOLD THROUGH AN EMPLOYEE BENEFIT PLAN SPONSORED BY THE COMPANY?

A: If you hold Common Stock of the Company through any of the following employee benefit plans, you can vote them by following the instructions above:

  RYAM 401(k) Plan for Salaried Employees

  RYAM 401(k) Plan for Fernandina Hourly Employees

  RYAM 401(k) Plan for Jesup Hourly Employees

			2025 RYAM PROXY STATEMENT						A-1

 

APPENDIX A

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

Note that if you do not vote your stock held in any of these Company employee benefit plans or do not specify your voting instructions on your proxy card, the trustee of the employee benefit plans will vote your plan stock in the same proportion as the stock for which voting instructions have been received, except as otherwise required by the Employee Retirement Income Security Act of 1974, as amended. To allow sufficient time for voting by the trustee, your voting instructions for stock held in the above employee benefit plans must be received by May 11, 2025.

Q: WHAT DO I NEED TO DO TO ATTEND THE ANNUAL MEETING?

A: To attend the Annual Meeting, you will need to bring (1) proof of ownership of Common Stock as of the Record Date, which is the close of business on March 17, 2025, and (2) a valid government-issued photo identification. If you are a stockholder of record, proof of ownership can include your proxy card or the Internet Notice. If your stock is held in the name of a broker, bank or other holder of record, you must present proof of your beneficial ownership, such as a proxy obtained from your street name nominee (particularly if you want to vote your stock at the Annual Meeting) or a bank or brokerage account statement (in which case you will not be able to vote your stock at the Annual Meeting), reflecting your ownership of Common Stock as of the record date. If you do not have proof of ownership together with a valid government-issued photo identification, you will not be admitted to the meeting.

Admission to the Annual Meeting is limited to stockholders as of the Record Date and one immediate family member; one individual properly designated as a stockholder’s authorized proxy holder; or one qualified representative authorized to present a stockholder proposal properly before the meeting.

No cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting. The Company may implement additional security procedures to ensure the safety of the meeting attendees.

Q: IS MY VOTE CONFIDENTIAL?

A: Proxy cards, ballots and reports of Internet and telephone voting results that identify individual stockholders are mailed or returned directly to Broadridge, our vote tabulator and handled in a manner that protects your privacy. Your vote will not be disclosed except:

  As needed to permit Broadridge and our inspector of elections to tabulate and certify the vote;

  As required by law;

  If we determine that a genuine dispute exists as to the accuracy or authenticity of a proxy, ballot or vote; or

  In the event of a proxy contest where all parties to the contest do not agree to follow our confidentiality policy.

Q: WHAT STOCK IS COVERED BY MY INTERNET NOTICE OR PROXY CARD?

A: You should have been provided an Internet Notice or proxy card for each account in which you own Common Stock either:

  Directly with Computershare, our transfer agent, as a stockholder of record, which includes stock purchased through any of our employee benefit plans; or

  Indirectly through a broker, bank or other holder of record.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR PROXY CARD?

A: It means that you have multiple accounts in which you own Common Stock. Please vote all stock in each account for which you receive an Internet Notice or proxy card to ensure that all your stock is voted. However, for your convenience we recommend that you contact your broker, bank or our transfer agent to consolidate as many accounts as possible under a single name and address. Our transfer agent is Computershare. All communications concerning stock you hold in your name, including address changes, name changes, requests to transfer stock and similar issues, can be handled by making a toll-free call to Computershare at 1-866-246-0322. From outside the U.S., you may call Computershare at 201-680-6578.

A-2

 

APPENDIX A

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

Q: HOW CAN I CHANGE MY VOTE?

A: You can revoke your proxy and change your vote by:

  Voting on the Internet or by telephone before 11:59 p.m. Eastern Time on May 13, 2025 or, for employee benefit plan stock, the cutoff date noted above (only your most recent Internet or telephone proxy is counted);

  Signing and submitting another proxy card with a later date at any time before the polls close at the Annual Meeting;

  Giving timely written notice of revocation of your proxy to our Corporate Secretary at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, Florida 32207; or

  Voting again in person before the polls close at the Annual Meeting.

Q: HOW MANY VOTES ARE NEEDED TO HOLD THE MEETING?

A: In order to conduct the Annual Meeting, a majority of the Common Stock outstanding as of the close of business on the Record Date, March 17, 2025, must be present, either in person or represented by proxy. All stock voted pursuant to properly submitted proxies and ballots, as well as abstentions and stock voted on a discretionary basis by banks, brokers or other holders of record in the absence of voting instructions from their customers, will be counted as present and entitled to vote for purposes of satisfying this requirement.

Q: HOW MANY VOTES ARE NEEDED TO ELECT THE NOMINEES FOR DIRECTOR?

A: The affirmative vote of a majority of the votes cast with respect to each nominee at the Annual Meeting is required to elect that nominee as a director. For this proposal, a majority of the votes cast means that the number of votes “FOR” a nominee must exceed the number of votes “AGAINST” a nominee. Abstentions will therefore not affect the outcome of director elections.

Please note that under NYSE rules, banks and brokers are not permitted to vote the uninstructed stock of their customers on a discretionary basis (referred to as broker non-votes) in the election of directors. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock in the election of directors, no votes will be cast on your behalf in the

election of directors. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the election of directors.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS?

A: The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors will be approved if holders of 80% of the outstanding shares of stock entitled to vote at the Annual Meeting cast votes “FOR” the proposal. Failing to vote or abstaining from voting will have the same effect as a vote “AGAINST” the proposal.

Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to a Board declassification proposal. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have the same effect as a vote “AGAINST” the proposed amendment, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS?

A: The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to remove the supermajority voting provisions will be approved if holders of 80% of the outstanding shares of stock entitled to vote at the Annual Meeting cast votes “FOR” the proposal. Failing to vote or abstaining from voting will have the same effect as a vote “AGAINST” the proposal.

Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to removal of supermajority voting provisions. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no

			2025 RYAM PROXY STATEMENT						A-3

 

APPENDIX A

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have the same effect as a vote “AGAINST” the proposed amendment, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE SAY-ON-PAY PROPOSAL?

A: The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required for approval, on an advisory basis, of the Say-on-Pay proposal. Failing to vote or abstaining from voting will have the same effect as a vote “AGAINST” this proposal.

Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to executive compensation. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE RAYONIER ADVANCED MATERIALS INC. 2023 INCENTIVE STOCK PLAN, AS AMENDED AND RESTATED?

A: The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required to approve the proposal to approve the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended and restated. Failing to vote or abstaining from voting will have the same effect as a vote “AGAINST” this proposal.

Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to executive compensation. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM?

A: The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of the Company’s independent registered public accounting firm. Failing to vote or abstaining from voting will have the same effect as a vote “AGAINST” this proposal. Any broker non-votes will have no effect on the ratification of the appointment of our independent registered public accounting firm; however, because brokers, banks and other nominees are permitted under NYSE rules to vote on this routine proposal on a discretionary basis if such broker, bank or other nominee does not receive voting instructions, we do not expect broker non-votes on this routine proposal.

Q: WILL ANY OTHER MATTERS BE VOTED ON?

A: We do not expect any other matters to be considered at the Annual Meeting. However, if a matter not listed on the Internet Notice or proxy card is legally and properly brought before the Annual Meeting, the persons named as proxies in our proxy materials intend to vote the shares for which we have received proxies in accordance with their best judgment. Under the Company’s Bylaws, all stockholder proposals must have been received by November 29, 2024, to be considered for inclusion in this Proxy Statement and all other stockholder proposals and director nominations must have been received between January 15, 2025, and February 14, 2025, to be otherwise properly brought before the Annual Meeting. We have not received any stockholder proposals or director nominations from stockholders to be acted upon at the Annual Meeting.

Q: WHO WILL COUNT THE VOTES?

A: Representatives of Broadridge will count the votes, however submitted. A Company representative will act as inspector of elections.

Q: HOW WILL I LEARN THE RESULTS OF THE VOTING?

A: We intend to announce the preliminary voting results of the proposals at the Annual Meeting and to disclose final voting results in a Form 8-K to be filed with the SEC no later than four business days following the Annual Meeting (or, if final results are not available at the time, within four business days of the date on which final results become available).

A-4

 

APPENDIX A

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

Q: WHO PAYS THE COST OF THIS PROXY SOLICITATION?

A: The Company pays the costs of soliciting proxies and has retained Morrow Sodali LLC to assist in the solicitation of proxies and provide related advice and informational support. For these services, the Company will pay Morrow Sodali LLC a services fee of $45,000, plus reimbursement of customary expenses. The Company will also reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of the Common Stock. Additionally, directors, officers and employees may solicit proxies on behalf of the Company by mail, telephone, facsimile, email and personal solicitation. Directors, officers and employees will not be paid additional compensation for such services.

Q: WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS DUE?

A: For a stockholder proposal to be considered for inclusion in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders (the 2026 Annual Meeting), the Company’s Corporate Secretary must receive the written proposal at our principal executive offices no later than the close of business on December 1, 2025. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. The submission of a proposal in accordance with these requirements does not guarantee we will include the proposal in our Proxy Statement or on our proxy card. Proposals should be addressed to:

Corporate Secretary

Rayonier Advanced Materials Inc.

1301 Riverplace Boulevard, Suite 2300

Jacksonville, Florida 32207

For a stockholder proposal (including a director nomination) to be properly brought before the stockholders at the 2026 Annual Meeting outside of the Company’s Proxy Statement, the stockholder must comply with the requirements of the Company’s Bylaws and give timely notice in accordance with such Bylaws, which, in general, require the notice be received by the Corporate Secretary: (i) no earlier than the close of business on January 14, 2026; and (ii) no later than the close of business on February 13, 2026. In addition to satisfying the foregoing requirements, pursuant to the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that complies with all requirements of SEC Rule 14a-19.

If the date of the 2026 Annual Meeting is moved more than 30 days before or more than 60 days after May 14, 2026, then notice of a stockholder proposal that is not intended to be included in the Company’s Proxy Statement must be received no earlier than the close of business 120 days prior to the meeting and not later than the close of business on the later of: (a) 90 days prior to the meeting; or (b) if the first public announcement of the date of the 2026 Annual Meeting is less than 100 days prior to the date of such meeting, 10 days after public announcement of the meeting date.

We strongly encourage any stockholder interested in submitting a proposal for the 2026 Annual Meeting to contact our Corporate Secretary at (904) 357-4600 prior to submission in order to discuss the proposal.

			2025 RYAM PROXY STATEMENT						A-5

 

APPENDIX B

PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

 

Appendix B

Proposed Amendment to Amended and Restated Certificate of Incorporation to Declassify the

Board of Directors

Text of proposed amendment to the Company’s Amended and Restated Certificate of Incorporation (deletions are indicated by strikeouts and additions are indicated by double-underlining):

AMEND SECTIONS 2, 3 AND 4 OF ARTICLE VI AS FOLLOWS:

Section 2.  Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the directors shall, until the annual meeting of stockholders to be held in 2026, be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the. The term of office of the first class toclass of directors elected at the annual meeting of stockholders held in 2023 shall expire at the 20152026 annual meeting of stockholders, the term of office of the second class toclass of directors elected at the annual meeting of stockholders held in 2024 shall expire at the 20162027 annual meeting of stockholders and the term of office of the third class toclass of directors elected at the annual meeting of stockholders held in 2025 shall expire at the 20172028 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 20152026 annual meeting, (a) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders afterheld in the year following the year of their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (b) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

Section 3.  Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and in the event that there is only one director remaining in office, by such sole remaining director, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been appointed expires and until such director’s successor shall have been duly elected and qualified and, if the Board of Directors at such time is classified, for a term expiring at the annual meeting of stockholders at which the term of office of the class to which such director has been appointed expires and until such director’s successor shall have been duly elected and qualified.

Section 4.  Removal. Subject Except as provided in the subsequent sentence and subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time but only for, with or without cause, but only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”),

			2025 RYAM PROXY STATEMENT						B-1

 

APPENDIX B

PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

 

voting together as a single class. Notwithstanding the immediately preceding sentence, subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, until the 2025 annual meeting of the stockholders, a director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the Voting Stock, voting together as a single class.

B-2

 

APPENDIX C

PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS

 

Appendix C

Proposed Amendment to Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions

Text of proposed amendment to the Company’s Amended and Restated Certificate of Incorporation (deletions are indicated by strikeouts and additions are indicated by double-underlining):

AMEND SECTION 4 OF ARTICLE VI AS FOLLOWS:

Section 4. Removal. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time but only for cause by the affirmative vote of the holders of at least eighty percent (80%)a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class.

AMEND ARTICLE XIII AS FOLLOWS:

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware as they presently exist or may hereafter be amended, subject to any limitations contained elsewhere in this Amended and Restated Certificate of Incorporation, the Corporation may from time to time alter, amend, repeal or adopt, in whole or in part, any provisions of this Amended and Restated Certificate of Incorporation; provided, however, that any proposed alteration, amendment or repeal of, or the adoption of any provision inconsistent with, Section 3 of Article IV, Article VI, Article VII, Article X or this Article XIII of this Amended and Restated Certificate of Incorporation (in each case, as in effect on the date hereof), or the alteration, amendment or repeal of, or the adoption of any provision inconsistent with this sentence, may only be made by the affirmative vote of shares representing not less than eighty percent (80%) of the voting power of all of the Voting Stock, voting together as a single class.

The Corporation reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are subject to this reservation.

			2025 RYAM PROXY STATEMENT						C-1

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

Appendix D

Rayonier Advanced Materials Inc.

2023 Incentive Stock Plan

(as amended and restated effective May 14, 2025)

1.
Purpose

The purpose of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended and restated, is to attract and retain highly qualified employees and directors and to motivate and reward performance that will lead to sustained increases in stockholder value. The Plan furthers opportunities for share ownership by our employees in order to increase their proprietary interest in Rayonier Advanced Materials Inc. and, as a result, their interest in our long-term success and their commitment to creating stockholder value.

2.
Definitions

When used herein, the following terms shall have the indicated meaning:

“Applicable Law” means any applicable law, including without limitation, provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. or non-U.S. federal, provincial, state or local; and rules of any securities exchange or automated quotation system on which the Stock is listed, quoted or traded.

“Award” means an award granted to any Participant in accordance with the provisions of the Plan, including Options, Rights, Restricted Stock, Restricted Stock Units, Cash-Based Awards, Other Stock-Based Awards, Performance-Based Awards or any combination of the foregoing.

“Award Agreement” means the written agreement or document, including electronic communication, evidencing each Award granted to a Participant under the Plan.

“Beneficiary” means the estate of a Participant.

“Board” means the Board of Directors of the Company.

“Change in Control” has the meaning set forth in Section 10.

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. (All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.)

“Committee” means the Compensation and Management Development Committee of the Board, or such other committee as may be designated by the Board to administer the Plan.

“Company” means Rayonier Advanced Materials Inc. and its subsidiaries, successors and assigns.

“Director” means a Board member.

“Effective Date” has the meaning set forth in Section 19.

“Eligible Individual” means any individual who is a Non-Employee Director or an employee (including officer) of a Participating Company.

			2025 RYAM PROXY STATEMENT						D-1

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other Company securities) or the share price of Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Severance Plan” means the Rayonier Advanced Materials Inc. Executive Severance Pay Plan as currently in effect or as may be amended or replaced from time to time.

“Fair Market Value” means, unless otherwise determined by the Committee, on any date, the price of the last trade, regular way, in the Common Stock on such date on the New York Stock Exchange (“NYSE”), or if at the relevant time, the Common Stock is not listed to trade on the NYSE, on such other exchange or recognized quotation system on which the trading prices of the Stock are then quoted, such other price determined by reasonable application of a reasonable valuation method selected by the Committee. In the event that there are no Stock transactions on the NYSE or applicable exchange or quotation system on any relevant date, Fair Market Value for such date shall mean the closing price on the immediately preceding date on which Stock transactions were so reported.

“Incentive Stock Option” means a stock option qualified under Section 422 of the Code.

“Non-Employee Director” means a member of the Board who is not otherwise an employee of the Company.

“Option” means an Incentive Stock Option or a non-qualified stock option awarded under Section 5 of the Plan.

“Other Stock-Based Awards” means an Award, right or other interest granted to a Participant that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, including but not limited to Awards of shares of unrestricted Stock.

“Participants” are those Eligible Individuals designated from time to time by the affirmative action of the Committee (or its delegate) to participate in the Plan.

“Participating Company” means the Company or any subsidiary or other affiliate of the Company; provided, however, for Incentive Stock Options only, “Participating Company” means the Company or any corporation that at the time such Option is granted qualifies as a

“subsidiary” of the Company under Section 424(f) of the Code.

“Performance-Based Award” means any Award that is intended to constitute performance-based compensation, as determined by the Committee.

“Performance Goals” means or may be expressed in terms of any of the following business criteria measured on an absolute or relative basis, in each case measurable as objective goals: (i) net income or net earnings (before or after taxes), (ii) earnings per share, (iii) operating income, (iv) operating cash flow, (v) free cash flow, (vi) cash available for distribution, (vii) revenue growth, (viii) earnings before income taxes and depreciation, (ix) earnings before interest, taxes, depreciation and amortization, (x) margins (including but not limited to gross or operating margins), (xi) reductions in operating expenses, (xii) sales or return on sales, (xiii) stock price (including, but not limited to, growth measures and total shareholder return), (xiv) return measures (including but not limited to return on equity, return on total capital, return on invested capital and return on assets), (xv) economic value added, (xvi) expense targets, (xvii) cost reductions and savings, (xviii) attainment of budget goals, (xix) increase in surplus, (xx) productivity improvements, (xxi) attainment of strategic or operational initiatives, (xxii) an executive’s attainment of personal objectives with respect to any of the foregoing criteria or other criteria such as growth and profitability, customer satisfaction, market share, leadership effectiveness, business development, operational efficiency or operational improvement, strategic or operational initiatives, negotiating transactions and sales or developing long term business goals, (xxiii) any other objective or subjective criteria determined by the

D-2

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

Committee. A Performance Goal may be measured over a Performance Period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures.

“Performance Objective” means the level or levels of performance required to be attained with respect to a specified performance goal or goals, including Performance Goals, in order that a Participant shall become entitled to specified rights in connection with a Performance-Based Award or other performance-based Award. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more peer or comparable or other companies or an index covering multiple companies, in each case that the Committee, in its sole discretion, deems appropriate. Performance Objectives need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses or decreases (measured, in each case, by reference to particular business criteria).

“Performance Period” means the period designated by the Committee, during which performance will be measured for purposes of determining a Participant’s entitlement to receive payment of a Performance-Based Award or other performance-based Award.

“Plan” means this Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended and restated effective May 14, 2025, as it may be further amended, administered or interpreted from time to time.

“Prior Plan” means the Rayonier Advanced Materials Incentive Stock Plan and/or the Rayonier Advanced Materials 2021 Incentive Stock Plan.

“Plan Year” means the calendar year.

“Qualifying Termination” has the meaning set forth in Section 10(c)(ii).

“Restricted Stock” means Stock awarded under Section 6 of the Plan subject to such restrictions as the Committee deems appropriate or desirable. Shares of Restricted Stock shall carry voting rights.

“Restricted Stock Unit” means a contractual right pursuant to an Award Agreement that entitles a Participant to receive shares of Stock at a future date subject to such terms and conditions as are set by the Committee, including the attainment of time vesting criteria, and/or Performance Objectives and other performance-based vesting criteria, as provided in Section 6 of the Plan. Restricted Stock Units may be settled in cash or a combination of shares of Stock and cash in the discretion of the Committee, as provided in the Award Agreement.

“Restriction Period” has the meaning set forth in Section 6 of the Plan.

“Retirement” means, unless otherwise determined by the Committee, an employee’s separation from service having met the age and service requirements that would have resulted in the employee being eligible to receive immediate retirement benefits under a Participating Company qualified defined benefit pension plan, but without regard to whether or not such employee participates in such pension plan.

“Right” means a stock appreciation right awarded alone or in tandem with an Option under Section 5 of the Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Stock” means the common stock of the Company.

“Total Disability” means a determination that a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of at least twelve (12) months, as determined by the Committee upon the basis of such evidence as the Committee deems appropriate or necessary. A determination that the Participant is eligible for full long-term disability payments under the Company’s long-term disability plan, as may be in effect from time to time, shall be conclusive evidence of Total Disability.

			2025 RYAM PROXY STATEMENT						D-3

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

3.
Shares Subject to the Plan

(a)
From and after the Effective Date, the total number of shares of Stock that may be issued pursuant to Awards under the Plan shall not exceed 4,055,561 subject to adjustment as provided in Section 14 of the Plan. No more than 1,000,000 shares of Stock may be cumulatively available for Awards of Incentive Stock Options under the Plan.

(b)
The maximum number of Shares subject to Awards granted during a single fiscal year to any non-employee Director, taken together with any cash fees paid during the fiscal year to the non-employee Director, in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation. Any Awards granted to an individual while he or she is an employee but not a Non-Employee Director shall not count against the foregoing limitation.

(c)
Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares or from reacquired shares purchased in the open market or otherwise. For the purpose of computing the total number of shares of Stock available for future Awards under the Plan, shares of Stock shall be reserved for issuance under outstanding performance-based Award programs at the maximum award level and counted against the foregoing limitations. If any Awards under the Plan, or under the Prior Plan, in whole or in part, are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock, are exchanged for other Awards or are released from a reserve for failure to meet the maximum payout under a program, the shares of Stock that were theretofore subject to or reserved for such Awards shall again be available for Awards under the Plan to the extent of such forfeiture or expiration of such Awards or so released from a reserve. If any shares subject to an Award are not delivered to a Participant because such shares are withheld for the payment of taxes, the number of shares that are not delivered to the Participant shall not be available for subsequent issuance under the Plan. If the exercise price of any Award or any tax arising upon vesting is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of shares so tendered shall not be available for subsequent issuance under the Plan.

(d)
In connection with an entity’s merger or consolidation with any Participating Company or any Participating Company’s direct or indirect acquisition of an entity’s property or stock, the Committee may grant Awards in substitution or exchange, for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute awards may be granted on such terms and conditions as the Committee deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute awards will not count against the aggregate share limit in Section 3(a) (nor shall shares of Stock subject to a substitute award be added to the shares of Stock available for Awards under the Plan under Section 3(c)), except that shares of Stock acquired by exercise of substitute incentive stock option will count against the maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the Plan. Additionally, in the event that a company acquired by any Participating Company or with which any Participating Company combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and shares subject to such Awards (which, for the avoidance of doubt, excludes substitute awards) may again become available for Awards under the Plan as provided under Section 3(c) above); provided that Awards using such available shares (or any shares of Stock that again become available for issuance under the Plan

D-4

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

under Section 3(c) above) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of any Participating Companies prior to such acquisition or combination.

4.
Grant of Awards and Award Agreements

(a)
Subject to the provisions of the Plan, the Committee shall have all of the powers vested in it by the terms of the Plan set forth herein, such powers to include the authority to determine and designate from time to time those Eligible Individuals or groups of Eligible Individuals to whom Awards are to be granted; determine the form or forms of Awards to be granted to any Participant; determine the amount or number of shares of Stock subject to each Award; and determine the terms and conditions of each Award.

(b)
The Board shall serve to administer and interpret the Plan with respect to any grants of Awards made to Non-Employee Directors. Non-Employee Directors shall only be eligible for Awards in the form of Options, Restricted Stock, Restricted Stock Units, and/or Other Stock-Based Awards, subject to any vesting conditions determined by the Board in its discretion. Any such Awards, and all duties, powers and authority given to the Committee in this Plan, including those provided for in this Section 4, in Section 12 and elsewhere in the Plan, in connection with Awards to Participants shall be deemed to be given to the Board in its sole discretion in connection with Awards to Non-Employee Directors. The Board may request of the Committee, the Nominating and Corporate Governance Committee or of any other Board committee, its recommendation on the level of Awards for this purpose. Except as may be specifically provided by the Board at the time of grant or in the applicable Award Agreement, the provisions of Sections 10, 15 and 16 shall not apply in respect of Awards made to Non-Employee Directors. Except as otherwise determined by the Board, a Non-Employee Director’s ceasing to be a director of the Company shall be treated in the same manner as a voluntary termination of employment by a Participant on such date.

(c)
Each Award granted under the Plan (with the exception of Other Stock-Based Awards granted in the form of unrestricted shares of Stock) shall be evidenced by a written Award Agreement, which may be electronic. Such agreement shall be subject to and incorporate the express terms and conditions, if any, required under the Plan or required by the Committee, including such covenants and agreements with respect to the subject matter of Sections 15 and 16 as the Committee may determine in its sole discretion.

(d)
Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries, (ii) Shares delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a) (subject to adjustment under Section 14); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, in the terms of the Award Agreement or otherwise.

			2025 RYAM PROXY STATEMENT						D-5

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

5.
Stock Options and Stock Appreciation Rights

(a)
With respect to Options and Rights, the Committee shall (i) authorize the granting of Incentive Stock Options, nonqualified stock options, or any combination thereof; (ii) authorize the granting of Rights either alone or in connection with all or part of any Option granted under this Plan, either concurrently with the grant of the Option or at any time thereafter during the term of the Option; (iii) determine the number of shares of Stock subject to each Option or Right; and (iv) determine the time or times when and the manner in which each Option or Right shall be exercisable and the duration of the exercise period. No dividends or dividend equivalents may be granted in respect of any Option or Right, and holders of Options and Rights carry no voting rights.

(b)
Any Option issued hereunder that is intended to qualify as an Incentive Stock Option shall be subject to such limitations or requirements as may be necessary for the purposes of Section 422 of the Code, or any successor provision, or any regulations and rulings thereunder, to the extent and in such form as determined by the Committee in its discretion.

(c)
The Committee shall establish in its discretion the expiration date of an Option or Right, provided that in no event shall the expiration date be later than ten years from the date of grant of the Option or Right. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option or Right (x) the exercise of the Option or Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may provide that the term of the Option or Right shall be extended but not beyond a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement and provided further that no extension will be made if the grant price of such Option or Right at the date the initial term would otherwise expire is above the Fair Market Value.

(d)
The purchase price per share of an Option or Right shall be determined by the Committee at the time any Option or Right is granted and shall be not less than the Fair Market Value of one share of Stock on the date of grant (except with respect to substitute Options or Rights assumed in connection with a merger or other acquisition).

(e)
No part of any Option or Right may be exercised until the Participant who has been granted the Award shall have remained in the employ of a Participating Company for such period after the date of grant as the Committee may specify, subject to Section 4(d), and the Committee may further require exercisability in installments.

(f)
The Option purchase price shall be paid to the Company at the time of exercise either in cash or Stock already owned by the Participant, or any combination thereof, having a total Fair Market Value on the date of exercise equal to the purchase price. The Committee shall determine acceptable methods for tendering Stock as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Stock to exercise an Option as it deems appropriate. The holder of an Option or Right may be permitted, in the Committee’s discretion, to satisfy the purchase price, if applicable, and/or any amounts required to be withheld by the Company under applicable federal, provincial, state and local tax laws in effect from time to time, by electing to have the Company withhold a portion of the underlying shares of Stock to be delivered for the payment of such purchase price and/or taxes.

(g)
In case of termination of employment, and except as may be provided in the applicable Award Agreement or under a severance plan covering the Participant, or as may be required by Applicable Law, the following provisions shall apply:

(i)
If a Participant who has been granted an Option shall die before such Option has expired, his or her vested Option may be exercised in full by the person or persons to whom the Participant’s rights under the Option pass by will, or if no such person has such right, by his or her executors or administrators, at any time, or from time to time, in each such case, such heir, executor or

D-6

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

administrator may exercise the Option within five years after the date of the Participant’s death or within such other period, and subject to such terms and conditions as the Committee may specify, but in all events not later than the expiration date applicable to such Options. Unless the Committee or the Award Agreement shall specify otherwise, unvested Options shall be forfeited as of the date of the Participant’s death.

(ii)
If the Participant’s employment by any Participating Company terminates because of his or her Retirement or Total Disability, he or she may exercise his or her Options in full at any time, or from time to time, within five years after the date of the termination of his or her employment or within such other period, and subject to such terms and conditions as the Committee may specify, but not later than the expiration date applicable to such Option. Any such Options not fully exercisable immediately prior to such Participant’s Retirement or termination due to Total Disability shall become fully exercisable upon such Retirement or termination due to Total Disability unless the Committee, in its sole discretion, shall otherwise determine.

(iii)
If the Participant is terminated for cause as determined by the Committee, the Options that he or she holds, whether vested or unvested, shall be cancelled as of the effective date of the termination of employment.

(iv)
If the Participant’s employment terminates for any reason other than as specified above in this Section 5(g), he or she may exercise his or her Options, to the extent that he or she shall have been entitled to do so at the date of the termination of his or her employment, at any time, or from time to time, within six months after the date of the termination of his or her employment or within such other period, and subject to such terms and conditions as the Committee may specify, but not later than the expiration date of the Option.

(h)
Except as otherwise provided in Section 17(f), (i) no Option or Right granted under the Plan shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of, other than by will or by the laws of descent and distribution, and (ii) during the lifetime of the Participant, an Option or Right shall be exercisable only by the Participant to whom the Option or Right is granted.

(i)
Stock Appreciation Rights.

(i)
Rights may be granted in tandem with an Option or on a freestanding basis not related to any other Award. A grant of Rights shall be evidenced in an Award Agreement, which may be included as part of the Award Agreement governing the terms of any Option granted in tandem with such Rights, or pursuant to a separate Award Agreement. The terms and conditions of any Rights granted in tandem with an Option shall be substantially identical to the tandem Option, to the extent possible taking into account the differences related to the character of Rights versus Options.

(ii)
Upon exercise of a Right, subject to such terms and conditions as the Committee may specify, the Participant shall be entitled to receive payment of an amount determined by multiplying: (x) the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise over the per share purchase price of the Rights by (y) the number of shares of Stock with respect to which the Rights are then being exercised. Upon exercise of a Right, payment shall be made in whole shares of Stock based on Fair Market Value at such time, in cash, or in a combination thereof as determined by the Committee. The Company will not issue a fractional share of Stock and, if a fractional share would otherwise be issuable, the Company shall pay cash equal to the Fair Market Value of the fractional share of Stock at such time.

(iii)
The provisions above in Section 5(g) with respect to treatment of Options upon termination of employment shall apply equally in respect of Rights.

			2025 RYAM PROXY STATEMENT						D-7

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

(iv)
In the event of the exercise of a Right granted in tandem with an Option, whether in connection with a termination of employment under Section 5(g) or otherwise, the Company’s obligation in respect of any related Option or such portion thereof will be discharged by payment of the Right so exercised.

(j)
Notwithstanding any provision of the Plan to the contrary, other than pursuant to Section 14, the Committee shall not without the approval of the Company’s stockholders (i) reduce the purchase price per share of an Option or Right after it is granted, (ii) cancel an Option or Right when the purchase price per share exceeds the Fair Market Value of one share of Stock in exchange for cash or another Award (other than in connection with a merger, acquisition or similar transaction), or (iii) take any other action with respect to an Option or Right that would be treated as a repricing under the rules and regulations of the national securities exchange on which the Stock is then listed.

6.
Restricted Stock and Restricted Stock Units

(a)
Subject to the provisions of the Plan, the Committee shall: (i) determine and designate from time to time those Participants or groups of Participants to whom Awards of Restricted Stock or Restricted Stock Units are to be made, (ii) determine the restrictions applicable to such Awards, including the attainment of time vesting criteria and/or performance-based criteria, (iii) subject to Section 4(d), determine a restriction period or performance period (after which restrictions will lapse), which shall mean a period commencing on the date the Award is granted and ending on such date as the Committee shall determine (the “Restriction Period”), (iv) determine the form of settlement of a Restricted Stock Unit, and (v) generally determine the terms and conditions of each Award of Restricted Stock and Restricted Stock Units. Subject to Section 4(d), the Committee may provide for the lapse of restrictions in installments where deemed appropriate. If, at the time of grant, the Committee intends a Restricted Stock Award or Restricted Stock Unit Award to be a Performance-Based Award, the Award must satisfy the requirements of Section 8 to the extent applicable.

(b)
Except as may be provided in the applicable Award Agreement or under a severance plan covering the Participant, or as may be required by Applicable Law, or when the Committee determines otherwise pursuant to this Section 6(b), if a Participant terminates employment with all Participating Companies for any reason before the expiration of the Restriction Period, all shares of Restricted Stock and Restricted Stock Units still subject to restriction shall be forfeited by the Participant upon the effective date of termination. In cases of death, Total Disability or Retirement or in cases of special circumstances, the Committee may, in its sole discretion, subject to Section 4(d), elect to waive any or all remaining restrictions with respect to such Participant’s Restricted Stock or Restricted Stock Units.

(c)
Except as otherwise provided in this Section 6 or Section 17(f), Restricted Stock and Restricted Stock Units shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.

(d)
The Committee may require, under such terms and conditions as it deems appropriate or desirable, that any certificates for Stock delivered under the Plan may be held in custody by a bank or other institution, or that the Company may itself hold such shares in custody until the Restriction Period expires or until restrictions thereon otherwise lapse, and may require, as a condition of any Award of Restricted Stock that the Participant shall have delivered a stock power endorsed in blank relating to the Restricted Stock.

(e)
Restricted Stock Units are contractual rights only, and no Stock will be issued in respect of Restricted Stock Units unless and until the terms and conditions established by the Committee are obtained or satisfied. Restricted Stock Units do not carry any rights of a stockholder, including voting rights, and subject to Section 6(f), do not carry a right to receive an amount in respect of dividends.

(f)
The Committee may, in its sole discretion, provide that Awards of Restricted Stock, Restricted Stock Units or Other Stock-Based Awards earn dividends or dividend equivalents. Any such dividends or dividend

D-8

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

equivalents shall be accumulated and credited to an account for the Participant, settled in cash or shares of Stock as determined by the Committee, and shall be subject to the same terms and conditions, including vesting restrictions, as the Award with respect to which the dividends or dividend equivalents are credited. The Committee may determine that any dividends or dividend equivalents so credited to a Participant’s account shall accrue interest at a rate per annum specified by the Committee. Any credited dividends or dividend equivalents, and accrued interest if any, shall be paid as soon as administratively practicable following the time the related shares of Restricted Stock, the related Restricted Stock Units or the related Other Stock-Based Award vests and are paid to the Participant. For the avoidance of doubt, to the extent an Award of Restricted Stock, Restricted Stock Units or an Other Stock-Based Award is terminated, cancelled or forfeited in whole or in part, due to failure to meet performance conditions or otherwise, any dividends or dividend equivalents, and accrued interest if any, credited with respect to such Award shall be terminated, cancelled or forfeited at the same time and to the same extent as such Award. No dividends or dividend equivalents shall be paid on unearned or unvested performance-based awards.

7.
Cash-Based Awards and Other Stock-Based Awards

(a)
Cash-Based Awards. The Committee is hereby authorized to grant Awards to Participants denominated in cash in such amounts and subject to such terms and conditions as the Committee may determine. Each such Cash-Based Award shall specify a payment amount, payment range or a value determined with respect to the Fair Market Value of shares of Stock, as determined by the Committee. If, at the time of grant, the Committee intends a Cash-Based Award to be a Performance-Based Award, the Award shall be subject to the requirements of Section 8 to the extent applicable.

(b)
Other Stock-Based Awards. (i) The Committee is authorized to grant Awards to Participants in the form of Other Stock-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards at the date of grant, as it deems appropriate, including but not limited to any Restriction Period, conditions to vesting and entitlement to dividends or other distributions. (ii) Subject to Section 10, each Participant entitled to receive an Award of unrestricted shares of Stock under the Plan shall be issued a certificate for the shares of Stock, or alternatively, an applicable book entry shall be made for noncertificated shares of Stock. Such certificate or book entry shall be registered in the name of the Participant, and shall bear an appropriate legend reciting the terms, conditions and restrictions, if any, applicable to such Award and shall be subject to appropriate stop-transfer orders.

8.
Performance-Based Awards

(a)
Performance-Based Awards. The Committee is authorized to design any Award under this Plan, including Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Cash-Based Awards, to constitute a Performance-Based Award in accordance with this Section 8.

(b)
Performance Objectives. The Committee shall determine the Performance Objectives of Performance-Based Awards. Such Performance Objectives shall be based on the achievement of performance goals established by the Committee based on one or more of the Performance Goals and measured over the specified Performance Period. Performance Objectives may vary from Participant to Participant and between groups of Participants.

(c)
Performance Period. The Committee shall determine a Performance Period of not less than six (6) months (subject to any further vesting requirements in accordance with Section 4(d)) with respect to any Performance-Based Award.

(d)
Establishment of Performance Objectives. For Performance-Based Awards, (i) the Performance Objectives stated in terms of an objective formula or standard, including any inclusions or exclusions

			2025 RYAM PROXY STATEMENT						D-9

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

under Section 8(e) below, (ii) the method for computing the amount of compensation payable to the Participant if such Performance Objectives are obtained and (iii) the Participants or class of Participants to which such Performance Objectives apply shall be established by the Committee in writing prior to, or reasonably promptly following the inception of, a Performance Period.

(e)
Permitted Exclusions/Adjustments. When establishing the Performance Objectives for an Award, the Committee may provide with respect to any such Award that the evaluation of Performance Objectives shall exclude or otherwise equitably adjust for any specified circumstance or event that occurs during a Performance Period, including by way of example, but not limited to, the following: (i) asset write-downs or impairment charges; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) reorganization and restructuring; (v) acquisitions or divestitures and expenses related thereto; (vi) foreign exchange gains and losses; or (vii) any other unusual or infrequently occurring items or any other special or designated items, events or circumstances as the Committee may in its discretion determine. With respect to any Performance-Based Award, such exclusions and adjustments will apply only to the extent the Committee specifies in writing (not later than the time Performance Objectives are required to be established) which exclusions and adjustments the Committee will apply to determine whether a Performance Objective has been satisfied, as well as an objective manner for applying them.

(f)
Adjustment of Performance-Based Awards. The Committee is authorized at any time during or after a Performance Period to reduce, increase or eliminate any Performance-Based Award of any Participant, whether or not earned, vested or payable, for any reason in its discretion, including evaluation of performance or any changes in the position or duties of any Participant with the Participating Company during or after a Performance Period, whether due to any termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise. In addition, to the extent necessary to preserve the intended economic effects of the Plan to the Participating Company and the Participant, the Committee shall have the discretion to adjust performance-based Awards and the related Performance Objectives to take into account: (i) a change in corporate capitalization, (ii) a corporate transaction, such as any merger of the Company or any subsidiary into another entity, any consolidation of the Company or any subsidiary into another entity, any separation of the Company or any subsidiary (including a spin-off or the distribution of stock or property of the Company or any subsidiary), any reorganization of the Company or any subsidiary or a large, special and non-recurring dividend paid or distributed by the Company (whether or not such reorganization comes within the definition of Section 368 of the Code), (iii) any partial or complete liquidation of the Company or any subsidiary, (iv) a change in accounting or other relevant rules or regulations, or (v) any other unusual, non-recurring, non-core or other event, as determined by the Committee in its discretion.

(g)
Certification of Performance. Any payment of a Performance-Based Award shall be conditioned on the written certification of the Committee, following the completion of the Performance Period, that the Performance Objectives and any other material terms for paying amounts in respect of such Performance-Based Award related to that Performance Period have been satisfied.

(h)
Termination of Employment. Notwithstanding anything to the contrary in this Section 8, and except as may be provided in the applicable Award Agreement or under a severance plan covering the Participant, or as may be required by Applicable Law, upon a Participant’s termination of employment during a Performance Period due to death, Total Disability, Retirement, or under other circumstances where the Committee in its sole discretion finds that a waiver would be in the best interests of the Company, subject to Section 4(d)), that the Participant may, as determined by the Committee, be entitled to payment of a Performance-Based Award based upon the extent to which the Performance Objectives were satisfied during the full Performance Period, which Award, in the discretion of the Committee, may be maintained without change or reduced and prorated for the portion of the Performance Period during which the Participant was employed by any Participating Company; provided, however, the

D-10

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

Committee may provide for an earlier payment in settlement of such performance-based Award in such amount and under such terms and conditions as the Committee deems appropriate or desirable. If a Participant terminates service with all Participating Companies during a Performance Period for any reason other than as specified above in this Section 8(h), then such Participant shall forfeit entitlement to any outstanding Performance-Based Award unless otherwise determined by the Committee in the Award Agreement or otherwise. References to “Performance Shares” in the Executive Severance Plan shall be deemed to refer to share-based Performance-Based Awards granted under this Plan.

9.
Certificates for Awards of Stock

(a)
The Company shall not be required to issue or deliver any shares of Stock prior to (i) the listing of such shares on any stock exchange on which the Stock may then be listed and (ii) the completion of any registration or qualification of such shares under any federal, provincial or state law, or any ruling or regulation of any government body that the Company shall, in its sole discretion, determine to be necessary or advisable.

(b)
All certificates for shares of Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable federal, provincial or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. The foregoing provisions of this Section 9(b) shall not be effective if and to the extent that the shares of Stock delivered under the Plan are covered by an effective and current registration statement under the Securities Act, or if and so long as the Committee determines that application of such provisions is no longer required or desirable. In making such determination, the Committee may rely upon an opinion of counsel for the Company. The rules applicable to certificates hereunder shall apply equally to non-certificated shares of Stock held pursuant to any electronic, book entry or other means or record of ownership and transfer.

10.
Change in Control

Notwithstanding any provisions in this Plan to the contrary, the provisions of this Section 10 shall apply in the event of a Change in Control of the Company, unless otherwise provided by the Committee in the Award Agreement.

(a)
Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, if within two years after the effective date of the Change in Control, a Participant’s employment is terminated and such termination is a Qualifying Termination, then:

(i)
each outstanding Option and Right shall become fully vested and exercisable and shall remain exercisable for the remainder of its term;

(ii)
all time-based vesting restrictions on outstanding Awards, other than Options and Rights, shall lapse, and payout shall be made within ninety (90) days following the date of the Qualifying Termination;

(iii)
with respect to all Awards subject to performance-based vesting restrictions:

(1)
for any Award as to which the applicable Performance Period is more than 50% completed at the date of the Qualifying Termination, the Performance Period shall be deemed to end as of the date of the Qualifying Termination and the Participant shall receive, within ninety (90) days following the date of the Qualifying Termination, the greater of: (x) payout of the Award based on actual performance achievement during the Performance Period through the date of

			2025 RYAM PROXY STATEMENT						D-11

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

Qualifying Termination, (y) if applicable, the result obtained by applying the share price at the closing of the Change in Control for purposes of measuring Company performance with that of the comparison group at that time under the applicable program, and (z) the Award at 100% of target performance under the applicable program; and

(2)
for any Award as to which the applicable Performance Period is not more than 50% completed at the date of the Qualifying Termination, the Participant shall receive within ninety (90) days following the date of the Qualifying Termination, the Award at 100% of target performance under the applicable program.

(b)
Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control: (i) outstanding Options and Rights shall become fully vested (and may be cancelled to the extent not exercised as of the Change in Control), (ii) time-based vesting restrictions on outstanding Awards other than Options and Rights shall lapse and payout shall be made within ninety (90) days following the date of the Change in Control, and (iii) with respect to all Awards subject to performance-based vesting restrictions: (1) for any Award as to which the applicable Performance Period is more than 50% completed at the date of the Change in Control, the Performance Period shall be deemed to end as of the date of the Change in Control and the Participant shall receive, within ninety (90) days following the date of the Change in Control, the greater of: (x) payout of the Award based on actual performance achievement during the Performance Period through the date of the Change in Control, (y) if applicable, the result obtained by applying the share price at the closing of the Change in Control for purposes of measuring Company performance with that of the comparison group at that time under the applicable program, and (z) the Award at 100% of target performance under the applicable program; and (2) for any Award as to which the applicable Performance Period is not more than 50% completed at the date of the Change in Control, the Participant shall receive, within ninety (90) days following the date of the Change in Control, the Award at 100% of target performance under the applicable program.

(c)
Other Change in Control Provisions.

(i)
A surviving entity will be deemed to have “assumed or otherwise equitably converted or substituted” an Award under this Plan if the surviving entity substitutes an Award under this Plan with an award, stock option or right under a plan of the surviving entity having equivalent value to and terms and conditions no less favorable than the original Award in all material respects, or otherwise assumes the obligations under and/or equitably adjusts such original Award. The Committee or the Board shall have sole and complete authority and discretion to determine whether the proposed assumption of an Award by a surviving entity meets the requirements provided for in this Section 10(c)(i).

(ii)
A “Qualifying Termination” shall mean the Participant’s involuntary termination of employment by the Company without cause, excluding any termination by the Company for cause, as determined by the Committee, or termination as a result of death or Total Disability; provided, however, if a Participant is covered under the Executive Severance Plan as then in effect, then (1) the term “Qualifying Termination” in this Plan shall have the meaning as may be set forth in the Executive Severance Plan and (2) in the event that a Qualifying Termination occurs under this Plan and the Executive Severance Plan, then the Participant shall be afforded the benefits under the plan which provides for the most favorable treatment of Participant’s outstanding equity as determined by the Committee in its sole discretion.

(iii)
“Change in Control” means any one or more of the following events occurring on or after the Effective Date:

(1)
Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3

D-12

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated Company or (iv) any acquisition pursuant to a transaction that complies with subparagraphs (3)(A), (3)(B) and (3)(C) of this definition;

(2)
Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(3)
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(4)
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

			2025 RYAM PROXY STATEMENT						D-13

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

11.
Beneficiary

Subject to Applicable Law, the Beneficiary of a Participant shall be the Participant’s estate, which shall be entitled to receive the Award, if any, payable under the Plan upon his or her death.

12.
Administration of the Plan

(a)
Each member of the Committee shall be both a member of the Board, and a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i) under the Exchange Act.

(b)
All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. No member of the Committee or the Board shall be personally liable for any action, omission, determination or interpretation made in good faith with respect to the Plan or Awards, and all members of the Committee and of the Board shall be fully indemnified by the Company with respect to any such action, omission, determination or interpretation.

(c)
The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof and any Awards granted under the Plan, and its interpretations and constructions thereof, including the adoption of rules, modifications, procedures and subplans as may be necessary or desirable for administration of the Plan, including for purposes of granting awards to Participants in foreign countries and qualifying any such awards for preferential tax treatment under Applicable Law. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any action or decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and, except as otherwise determined by the Board, shall be final, conclusive and binding on all parties concerned.

(d)
The Committee’s decisions and determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.

(e)
The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate; provided, however, that the Committee may not delegate its responsibility (i) to make Awards to executive officers of the Company; or (ii) to certify the satisfaction of Performance Objectives. The Committee may also appoint agents to assist in the day-to-day administration of the Plan and may delegate the authority to execute and deliver documents under the Plan or to take any other action on behalf of the Committee with respect to Awards made or to be made to Participants to one or more members of the Committee or to one or more officers of the Company, subject to the requirements of Applicable Law and the limitations in this Section 12(e). For purposes of the Plan, references to the Committee shall include any such person to whom the Committee has delegated its authority pursuant to this Section 12(e).

(f)
If a Change in Control has not occurred and if the Committee determines that a Participant has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option or Right as has not yet become exercisable at the time of termination, terminate any performance-based Award which has not yet been paid or for which the Performance Period has not been completed, or terminate any Award of Restricted Stock, Restricted Stock Unit, Other Stock-Based Awards or Cash-Based Awards for which the Restriction Period has not lapsed.

13.
Amendment or Termination

(a)
The Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan in whole or in part; provided however, no amendment shall be effective until approved by the Company’s stockholders if such approval is required under Applicable Law, including listing or other

D-14

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

requirements of the national securities exchange upon which the Stock is then listed, including amendments that: (i) increase the total number of shares of Stock available for issuance under the Plan, except as provided in Section 14 or (ii) cause Options or Rights issued under the Plan to be repriced or otherwise modified in a manner contemplated under Section 5(j) of the Plan. No amendment, modification or termination of the Plan shall in any manner materially and adversely affect any Award previously granted under the Plan without the consent of the Participant unless such amendment is required to comply with Applicable Law; provided, however, for the avoidance of doubt, that (x) any change pursuant to and in accordance with the requirements of Section 10, (y) any acceleration of payments of amounts accrued under the Plan by action of the Committee or by operation of the Plan’s terms, or (z) any decision by the Committee to limit participation or other features of the Plan prospectively under the Plan shall not be deemed to violate this provision.

(b)
No Awards shall be granted under this Plan after it has terminated. The termination of the Plan, however, shall not alter or impair any of the rights or obligations of any Participant without consent under any Award previously granted under the Plan. After the termination of the Plan, any previously granted Awards shall remain in effect and shall continue to be governed by the terms of the Plan and the applicable Award Agreement.

14.
Adjustments in Event of Change in Common Stock and Change in Control

(a)
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 14, the Committee shall equitably adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan; (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance goals or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments provided under this Section 14(a) will be final and binding on all interested parties, including the affected Participant and the Company; provided that the Committee will determine whether an adjustment is equitable.

(b)
In the event of any dividend or other distribution (whether in the form of cash (other than customary cash dividends in the ordinary course), Stock, other securities, or other property), reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Law or accounting principles, the Committee, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, to facilitate such transaction or event, give effect to such changes in Applicable Laws or accounting principles, or otherwise:

(i)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the

			2025 RYAM PROXY STATEMENT						D-15

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(ii)
To provide that such Award shall vest and, to the extent applicable, be exercisable, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(iii)
To provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee;

(iv)
To make adjustments in the number and type of shares of Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the aggregate number of shares of Stock that may be issued under Section 3(a)) and/or in the terms and conditions of (including the grant or purchase price), and the criteria included in, outstanding Awards;

(v)
To replace such Award with other rights or property selected by the Committee; and/or

(vi)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

In taking any action permitted under this Section 14(b), the Committee will not be required to treat all Awards similarly in the transaction.

15.
Clawback Policy

Except following a Change in Control, if the Participant terminates employment in breach of any covenants and conditions subsequent set forth in Section 16 and becomes employed by a competitor of the Company within one year after the date of exercise of any Option or the receipt or payment of any Award, the Participant shall pay to the Company an amount equal to any gain from the exercise of the Option or the value of the Award other than Options, in each case measured by the amount reported as taxable compensation to the Participant by the Company for federal and/or provincial income tax purposes and in the case of Options that are incentive stock options, in an amount equal to the amount that would have been reported as taxable income were such Options not incentive stock options, and in each case without regard to any subsequent fluctuation in the market price of the shares of Stock. Any such amount due hereunder shall be paid by the Participant within thirty days of becoming employed by a competitor upon demand presented by the authorized agents of the Company. By accepting an Option or other Award hereunder, the Participant is authorizing the Company to withhold, to the extent permitted by law, the amount owed to the Company hereunder from any amounts that the Company may owe to the Participant in any capacity whatsoever.

All Awards granted under the Plan will be subject to recoupment in accordance with the Rayonier Advanced Materials Inc. Incentive Compensation Recovery Policy, as may be amended from time to time, any other clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, as well as any clawback policy that the Company may otherwise adopt, to the extent applicable and permissible under applicable law.

D-16

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

16.
Conditions Subsequent

Except after a Change in Control, the exercise of any Option or Right and the receipt or payment of any Award shall be subject to the satisfaction of the following conditions subsequent which shall apply while the Participant is employed by a Participating Company and for a period of one (1) year after termination of employment with the Participating Companies: (i) that the Participant refrain from engaging in any activity that in the opinion of the Committee is competitive with any activity of the Company or any Subsidiary, excluding any activity undertaken upon the written approval or request of the Company, (ii) that the Participant refrain from otherwise acting in a manner inimical or in any way contrary to the best interests of the Company, and (iii) that the Participant furnish the Company such information with respect to the satisfaction of the foregoing conditions subsequent as the Committee shall reasonably request.

17.
Miscellaneous

(a)
Nothing in this Plan or any Award granted hereunder shall confer upon any employee any right to continue in the employ of any Participating Company or interfere in any way with the right of any Participating Company to terminate his or her employment at any time. No Award payable under the Plan shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of any Participating Company for the benefit of its employees unless the Company shall determine otherwise. No Participant shall have any claim to an Award until it is actually granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as provided in Section 6(d) with respect to Restricted Stock.

(b)
The Committee may cause to be made, as a condition precedent to the payment of any Award, or otherwise, appropriate arrangements with the Participant or his or her Beneficiary, for the withholding of any federal, provincial, state, local or foreign taxes. The Company or any other Participating Company shall have the right and power to deduct from all payments or distributions hereunder, or require a Participant to remit to the Company promptly upon notification of the amount due, an amount (which may include shares of Stock) to satisfy any federal, provincial, state, local or foreign taxes or other obligations required by law to be withheld with respect thereto with respect to any Award. The Company may defer payments of cash or issuance or delivery of Stock until such withholding requirements are satisfied. The Committee may, in its discretion, require a Participant or permit a Participant to elect, subject to such conditions as the Committee shall impose, (i) to have shares of Stock otherwise issuable under the Plan withheld by the Company or (ii) to deliver to the Company previously acquired shares of Common Stock (through actual tender or attestation), in either case for the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date of exercise or vesting not in excess of the amount to be used for tax withholding, in the Committee’s discretion.

(c)
The Plan and the grant of Awards shall be subject to all Applicable Law and to such approvals by any government or regulatory agency as may be required.

(d)
The terms of the Plan shall be binding upon the Company and its successors and assigns.

(e)
Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof.

(f)
An Award and a Participant’s rights and interest under the Award, may not be sold, assigned or transferred, hypothecated or encumbered in whole or in part either directly or by operation of law or otherwise (except in the event of a Participant’s death) including, but not by way of limitation, execution,

			2025 RYAM PROXY STATEMENT						D-17

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, that the Committee may allow a Participant to assign or transfer without consideration an Award to one or more members of his immediate family, to a partnership of which the only partners are the Participant or members of the Participant’s immediate family, to a trust established by the Participant for the exclusive benefit of the Participant or one or more members of his immediate family.

18.
Provisions Related to Code Section 409A

(a)
To the extent applicable, the Plan and Awards granted hereunder are intended to be compliant with (or exempt from) the requirements of Section 409A of the Code, and the Plan and Award Agreements shall be interpreted and administered accordingly, though no guarantee or warranty of such compliance is made to any individual.

(b)
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Agreement by reason of the occurrence of a Change in Control, or the Participant’s Total Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Total Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service,” as the case may be, in Code Section 409A and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Code Section 409A by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any Award. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Award Agreement that is permissible under Code Section 409A.

(c)
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i)
if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service; and

(ii)
if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service, whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any remaining payments or distributions will resume.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code

D-18

 

APPENDIX D

Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan

 

Section 409A(a)(2)(B)(i) shall be determined in accordance with any rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

(d)
If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.

(e)
If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f)
Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Participant shall be solely responsible for the tax consequences of Awards, and in no event shall the Company have any responsibility or liability if an Award does not meet any applicable requirements of Section 409A. Although the Company intends to administer the Plan to prevent taxation under Section 409A, the Company does not represent or warrant that the Plan or any Award complies with Section 409A or any other provision of federal, state, local or other tax law.

19.
Effective Date, Term of Plan and Stockholder Approval

The effective date of the Plan, as amended, is the date of stockholder approval at the Company’s 2025 annual meeting (the “Effective Date”). The Plan shall terminate upon the tenth anniversary of the Effective Date or, if earlier, upon the adoption of a resolution of the Board terminating the Plan.

			2025 RYAM PROXY STATEMENT						D-19

 

Appendix E

RAYONIER ADVANCED MATERIALS INC. AUDIT COMMITTEE POLICIES AND PROCEDURES

 

Appendix E

Rayonier Advanced Materials Inc.

Audit Committee Policies and Procedures

PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT AUDITOR

To ensure the Audit Committee (the “Committee”) approves all services to be provided by the Company’s independent auditors and maintains appropriate oversight, the following policies and procedures have been established.

Policies and Procedures

1.
The Committee will approve the fees for the annual audit of the Company’s financial statements and reviews of quarterly financial statements.

2.
The Committee will also approve at one of its regularly scheduled meetings an annual plan of all permissible services to be provided by the independent auditors as well as unanticipated projects that arise.

3.
When the timing of the services does not allow for pre-approval in regularly scheduled Committee meetings, the Chair of the Committee (or another member of the Committee so designated) may approve any audit or allowable non-audit services provided that such approved services are reported to the full Committee at the next regularly scheduled meeting. Approval must be received prior to commencement of the service, unless the service is one of the specific services listed below (see No. 4) that is permitted to be performed on a pre-approval basis.

4.
The following audit-related services are pre-approved as they become required and need commencement before notifying the Chair:

a.
Required audits of wholly-owned subsidiaries of the Company

b.
Consent letters

c.
Audits of statutory financial statements in countries where audited financial statements must be filed with government bodies

d.
Annual audits of the Company’s defined benefit and savings plans

e.
Agreed-upon procedures or other special report engagements performed in connection with requirements under debt agreements or environmental laws; and

f.
Subscription services for technical accounting resources and updates

This pre-approval (prior to notifying the Committee) is for audit services or allowable audit-related services engagements for which fees are less than $10,000.

Any services performed in these pre-approved services categories that were not anticipated will be reported to the Committee at the next regularly scheduled meeting after commencement of the services. The requirements, scope and objectives of the service as well as estimated fees and timing will be reported to the Committee.

Any other services, such as tax services unrelated to the audit, will require the explicit approval of the Chair or the Committee prior to engaging the independent auditor.

			2025 RYAM PROXY STATEMENT						E-1

 

APPENDIX F

NON-GAAP FINANCIAL MEASURES

 

Appendix F

Non-GAAP Financial Measures

Rayonier Advanced Materials Inc.

Reconciliation of Non-GAAP Measures

December 31, 2024 (Unaudited)

EBITDA, Adjusted EBITDA and Adjusted HPC Segment EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA-continuing operations is defined as EBITDA-continuing operations adjusted for items that management believes are not representative of core operations, including asset impairments, indefinite suspension charges, settlements of certain pension plans, severance costs associated with an executive departure and debt refinancing charges. Adjusted HPC Segment EBITDA is defined as Adjusted EBITDA-continuing operations of our High Purity Cellulose segment.

Loss from Continuing Operations is reconciled to EBITDA, Adjusted EBITDA and Adjusted HPC Segment EBITDA as follows:

				YEAR ENDED DECEMBER 31,
	(IN MILLIONS)			2024			2023			2022
	Loss from continuing operations			$(42)			$(102)			$(27)
	Income from continuing operations attributable to redeemable noncontrolling interest			-			-			-
	Loss from continuing operations attributable to RYAM			(42)			(102)			(27)
	Depreciation and amortization			137			140			135
	Interest expense, net			84			69			64
	Income tax expense (benefit)			(9)			(32)			1
	EBITDA-continuing operations attributable to RYAM			170			75			173
	Asset impairment			25			62			-
	Indefinite suspension charges			17			-			-
	Debt refinancing charges			10			-			(1)
	Pension settlement loss			-			2			1
	Severance			-			-			4
	Adjusted EBITDA-continuing operations attributable to RYAM			$222			$139			$177

	(IN MILLIONS)			2023
	Loss from continuing operations-HPC segment			$(41)
	Depreciation and amortization			123
	Interest expense, net			–
	Income tax expense (benefit)			–
	EBITDA-continuing operations-HPC segment			82
	Asset impairment			62
	Adjusted HPC segment EBITDA-continuing operations			$144

			2025 RYAM PROXY STATEMENT						F-1