DEF 14A of Rayonier Advanced Materials Inc., Mar 29, 2024

DEF 14A of Rayonier Advanced Materials Inc.

Filed Mar 29, 2024 · FY20230001140361-24-016402

Open on EDGAR

  1. DIRECTOR COMPENSATION

    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 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 Committee for executive compensation benchmarking purposes, as discussed in the CD&A) 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.

  2. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides compensation information for the one-year period ended December 31, 2023, for all individuals serving on our Board at any time from January 1, 2023, until December 31, 2023.

  3. 2023 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Charles E. Adair | 105,000 | 115,000(2) | - | 220,000 | | De Lyle W. Bloomquist(3) | - | - | - | - | | Julie A. Dill | 100,000 | 115,000(2) | - | 215,000 | | Charles R. Eggert | 85,000 | 115,000(2) | 11,858(4) | 211,858 | | James F. Kirsch | 100,000 | 115,000(2) | - | 215,000 | | David C. Mariano | 85,000 | 115,000(2) | - | 200,000 | | Thomas I. Morgan(5) | 63,750 | 115,000(2)(6) | - | 178,750 | | Lisa M. Palumbo | 185,000 | 115,000(2) | - | 300,000 | | Ivona Smith | 100,000 | 115,000(2) | - | 215,000 | | Bryan D. Yokley | 31,992 | 72,036(7) | - | 104,028 |

  4. 2023 Director Compensation Table

    | (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 16 Incentive Stock Plans included in the notes to consolidated financial statements in our 2023 Annual Report on Form 10-K. |

  5. 2023 Director Compensation Table

    | (2) On May 18, 2023, each non-management director (except Mr. Yokley) was granted a restricted stock unit award equivalent to $115,000 which, based on grant date value ($4.21), corresponded to 27,316 restricted stock units, for a total award of $115,000.36 after rounding (because the Company does not issue fractional shares for director equity awards). The aggregate number of restricted stock units outstanding on December 31, 2023 for each of Ms. Dill, Ms. Palumbo, Ms. Smith and Messrs. Adair, Eggert, Kirsch, Mariano and Morgan were 27,316. |

  6. 2023 Director Compensation Table

    | (3) 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 2023. |

  7. 2023 Director Compensation Table

    | (4) Reimbursement for spousal travel expenses. |

  8. 2023 Director Compensation Table

    | (5) Mr. Morgan retired from the Board effective September 30, 2023. |

  9. 2023 Director Compensation Table

    | (6) In accordance with the terms of the May 18, 2023 non-management director RSU grant, given the specific circumstances of Mr. Morgan’s resignation, the Nominating Committee approved allowing Mr. Morgan’s RSU grant to continue to vest on May 18, 2024, at which time Mr. Morgan will receive the underlying shares of RYAM Common Stock. |

  10. 2023 Director Compensation Table

    | (7) On October 1, 2023, Mr. Yokley was granted a restricted stock unit award equivalent to $72,036 which, based on grant date value ($3.51), corresponded to 20,523 restricted stock units, for a total award of $72,035.73 after rounding (because the Company does not issue fractional shares for director equity awards). The aggregate number of restricted stock units outstanding on December 31, 2023 for Mr. Yokley was 20,523. |

  11. 2023 Director Compensation Table

    | 10 | |

  12. BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF THE THREE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF THE THREE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

  13. Class I, Terms to Expire in 2027, if Re-elected

    Class I, Terms to Expire in 2027, if Re-elected

  14. Class I, Terms to Expire in 2027, if Re-elected

    | | | | | | | CHARLES E. ADAIR | AGE: 76 | DIRECTOR SINCE: 2015 | | | Mr. Adair has been the President of Kowaliga Capital, Inc., an investment company, since 1993. Mr. Adair previously worked for Durr-Fillauer Medical, Inc. where he served in various capacities including President and Chief Operating Officer from 1973 to 1992. Mr. Adair served on the Board of Directors of Globe Life Inc. from 2003 until his retirement in April 2022. Mr. Adair also served on the Board of Directors of Tech Data Corporation (TECD) from 1995 through June 2020 when TECD was acquired by Apollo Global Management, Inc. and PSS World Medical, Inc. (PSS), from 2002 through February 2013 when PSS was acquired by McKesson Corp. Mr. Adair is a Certified Public Accountant (inactive) and holds a B.S. degree in Accounting from the University of Alabama and is a graduate of the Advanced Management Program from Harvard University. | | EXPERIENCE: Mr. Adair brings significant experience in public company governance as a director, financial management and accounting, as well as extensive distribution and global supply chain expertise. As a result, we believe he is particularly well-suited to contribute to Board oversight of the Company’s governance and overall financial performance, auditing and its external auditors and controls over financial reporting. |

  15. Class I, Terms to Expire in 2027, if Re-elected

    | 2024 RYAM PROXY STATEMENT | 15 |

  16. Class I, Terms to Expire in 2027, if Re-elected

    | | | | | | | JULIE A. DILL | AGE: 64 | 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. She previously served as the Group Vice President of Strategy for Spectra and the President and CEO of Spectra Energy Partners, LP (NYSE: SEP) from 2012 until 2013 and prior to that served as President of Union Gas Limited from 2007 until 2011. Previously, Ms. Dill served in various financial and operational roles with Duke Energy, Duke Energy International and Shell Oil Company. She serves on the Board of Directors of Sterling Infrastructure, Inc. and Southern Star Central Gas Pipeline. Ms. Dill serves on the Board of Directors of the Tri-Cities Chapter of the National Association of Corporate Directors, is a member of 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, she sat on the advisory board of Centuri Group, from 2018 to 2024; the Board of Directors of QEP Resources, Inc., from 2013 to March 2021; InterPipeline Ltd., from 2018 to August 2021; and Spectra Energy Partners, LP from 2012 to February 2017. Ms. Dill holds a B.B.A. from New Mexico State University, is a graduate of the Advanced Management Program from Harvard University, has received her NACD Directorship Certification and earned a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. | | EXPERIENCE: As a result of Ms. Dill’s experience as the President and CEO of a publicly-traded energy company, her strong financial background, investor relations and communications experience and her more than 35 years of experience in the energy industry, including in Canada, we believe she provides valuable insight and knowledge to our Board’s oversight of the Company’s internal operations, investor relations and communications strategies. |

  17. Class I, Terms to Expire in 2027, if Re-elected

    | 16 | |

  18. Class I, Terms to Expire in 2027, if Re-elected

    | | | | | | | JAMES F. KIRSCH | AGE: 66 | 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 its President and Chief Operating Officer, was appointed CEO and Director in November 2005 and was elected Chairman in December 2006. Prior to that, from 2002 through 2004, he 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 1999 through 2002, he served as President and a director of Ballard Generation Systems, Inc. and Vice President for Ballard Power Systems Inc. in Burnaby, British Columbia, Canada. Mr. Kirsch began his career with The Dow Chemical Company, where he spent 19 years and held various positions of increasing responsibility, including global business director of Propylene Oxide and Derivatives and Global Vice President of Electrochemicals. Mr. Kirsch formerly served as a director of GCP Applied Technologies Inc. from 2018 to 2020, as a director of Cleveland-Cliffs, Inc., formerly known as Cliffs Natural Resources, Inc. from March 2010 to August 2014 and as the Executive Chairman from January 2014 to August 2014. He is a graduate of The Ohio State University. | | EXPERIENCE: Mr. Kirsch brings a wealth of senior management experience with major organizations with international operations and has substantial experience in the areas of specialty materials and chemicals. As a former chairman, president and CEO of a NYSE-listed company, he brings considerable senior leadership experience to our Board and the committees thereof on which he serves. |

  19. Class I, Terms to Expire in 2027, if Re-elected

    | 2024 RYAM PROXY STATEMENT | 17 |

  20. BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

    BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

  21. Class II, Terms to Expire in 2025

    Class II, Terms to Expire in 2025

  22. Class II, Terms to Expire in 2025

    | | | | | | | LISA M. PALUMBO | AGE: 66 | DIRECTOR SINCE: 2014 | | | Ms. Palumbo served as the Senior Vice President, General Counsel and Secretary of Parsons Brinckerhoff Group Inc. (a global consulting firm providing planning, design, construction and program management services for critical infrastructure projects) from 2008 until her retirement in January 2015. Prior to that, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of EDO Corporation (a defense technology company) from 2002 to 2008. In 2001, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of Moore Corporation; from 1997 to 2001 she served as 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 for Avnet, Inc. (a global distributor of technology products). Ms. Palumbo holds bachelor’s and juris doctorate degrees from Rutgers University. | | EXPERIENCE: With over 28 years of legal experience with international, public and private companies, Ms. Palumbo brings substantial expertise in the areas of law, corporate governance, mergers and acquisitions, enterprise risk management, health and safety and compliance. We believe this experience and expertise, together with her prior experience as the General Counsel of Rayonier Inc., uniquely qualify her to contribute to our Board regarding the Company’s business and to assist with our Board’s oversight of the Company’s risk management, legal and compliance responsibilities. |

  23. Class II, Terms to Expire in 2025

    | 18 | |

  24. Class II, Terms to Expire in 2025

    | | | | | | | IVONA SMITH | AGE: 54 | DIRECTOR SINCE: 2020 | | | Ms. Smith is an advisor with Drivetrain LLC, an independent fiduciary services firm, a position she has held since 2016. Prior to joining Drivetrain LLC, she was Managing Director at Fair Oaks Capital LP, an investment advisory firm, from 2014 to 2016, Co-Founder of Restoration Capital Management LLC, an investment advisory firm from 2001-2012 and Co-Portfolio Manager at Tribeca Investments, LLC, the broker/dealer division of Citigroup/Traveler’s from 1999 to 2000. Ms. Smith was also an auditor, analyst and financial consultant at various accounting and investment banking firms, including Kidder Peabody and Ernst & Young. Ms. Smith formerly served on the Boards of ITN Networks LLC (2017 to 2018) and The Weinstein Company (2018 to 2021 during its sale and wind-down), among others. Ms. Smith holds a bachelor’s degree in finance from Fordham University and an MBA from NYU Stern School of Business. | | EXPERIENCE: Ms. Smith brings significant financial, capital markets, restructuring and accounting experience, working extensively with senior management teams and as a fiduciary to the investment community, including serving as an outside independent director for companies. Additionally, she has over 25 years of experience investing in or advising companies undergoing operational or financial challenges. Ms. Smith is particularly well-suited to contribute to the Board’s oversight of the Company’s capital structure, financial performance, auditing and its external auditors and controls over financial reporting. |

  25. Class II, Terms to Expire in 2025

    | | | | | | | BRYAN D. YOKLEY | AGE: 62 | DIRECTOR SINCE: 2023 | | | Mr. Yokley served as an Audit Partner of Ernst & Young Global Limited (a global leader in assurance, tax, information technology services, consulting, and advisory services to its clients) from 2001 until his retirement in June 2022. Prior to that, Mr. Yokley served as Chief Financial Officer of World Access, Inc. and from 1997 to 1999 was an Audit Partner at Ernst Young. Mr. Yokley served a fellowship with the Financial Accounting Standards Board in Connecticut from 1995 to 1997 and from 1984 to 1995 was an auditor for Arthur Young (Ernst Young merged with Arthur Young in 1989). 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 has 40 years of managerial, financial and accounting experience working extensively with senior management, audit committees and boards of directors of public companies. We believe Mr. Yokley’s experience and financial expertise allow him to significantly contribute to our Board’s oversight of the Company’s overall financial performance, auditing and its external auditors, and controls over financial reporting. |

  26. Class II, Terms to Expire in 2025

    | 2024 RYAM PROXY STATEMENT | 19 |

  27. Class III, Terms to Expire in 2026

    Class III, Terms to Expire in 2026

  28. Class III, Terms to Expire in 2026

    | | | | | | | DE LYLE W. BLOOMQUIST | AGE: 65 | 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 Therapeautics 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. |

  29. Class III, Terms to Expire in 2026

    | 20 | |

  30. Class III, Terms to Expire in 2026

    | | | | | | | CHARLES R. EGGERT | AGE: 70 | DIRECTOR SINCE: 2022 | | | Mr. Eggert has been 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, Mr. Eggert served as an Operating Partner for Arsenal Capital Partners, a lower middle market private equity firm specializing in building value for specialty chemical and healthcare service companies from 2016 to 2019. He also served as a Board member at Arsenal 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. He also served six years as CEO and a member of the Board of Directors of the renewable chemicals company OPX Biotechnologies, Inc. From 1999 to 2008, Mr. Eggert held several positions at the National Starch and Chemical business of ICI PLC including Group Vice President, Specialty Polymers. From 1997 to 1999, he was Vice President Marketing and Sales at Engelhard and from 1977 to 1997, he held roles with increasing responsibility at Monsanto Company in R&D, manufacturing, business development, and marketing. He is currently a member of the Board of Directors of CP Kelco. Mr. Eggert graduated from Washington University in St. Louis with an MBA in Marketing and Finance. He holds 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 his impressive track record of driving growth through strategic leadership and operational transformation in the global specialty chemicals and food ingredients industries, including in a venture capital role of identifying investments and developing value creation strategies for early-stage companies, we believe Mr. Eggert’s is uniquely qualified to contribute to the Board’s oversight of the Company’s innovation, new products and business development efforts as the Company looks to execute its Biofuture strategy. |

  31. Class III, Terms to Expire in 2026

    | 2024 RYAM PROXY STATEMENT | 21 |

  32. Class III, Terms to Expire in 2026

    | | | | | | | DAVID C. MARIANO | AGE: 61 | DIRECTOR SINCE: 2020 | | | Mr. Mariano is currently 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 DCM in 2011. From 1998 to 2011, Mr. Mariano was Managing Partner of Wellspring Capital Management, a registered investment advisor focusing on turnaround and restructuring opportunities in a range of industries and served as Executive Chairman of the Board of Neucel Specialty Cellulose, a manufacturer and seller of dissolving wood pulp products, including high purity specialty cellulose and viscose pulps, from 2006 to 2011. Mr. Mariano was also a Managing Director at the Blackstone Group and a Senior Manager at Ernst & Young. He holds a bachelor’s degree in economics from Gustavus Adolphus College and an MBA from Duke University. | | EXPERIENCE: Mr. Mariano has 35 years of experience investing in, managing and advising global businesses, with a focus over the past 17 years in the dissolving wood pulp industry, as well as significant experience in capital markets, restructurings and value-creating transactions. He is also a significant stockholder of the Company, currently holding approximately 1.35% of the Company’s Common Stock. |

  33. Class III, Terms to Expire in 2026

    | 22 | |

  34. Base Salary

    | • | Budgeted levels for annual salary based on benchmarking of the competitive compensation positioning of our CEO and other executive officers (see discussion below in this CD&A for further information regarding the Committee’s use of benchmarking) |

  35. Base Salary

    | • | The executive’s annual performance review |

  36. 2023 Annual Cash Incentive Program

    2023 Annual Cash Incentive Program The Annual Cash Incentive Program provides our NEOs the opportunity to earn a performance-based annual cash incentive. Target annual cash incentive opportunities are expressed as a percentage of base salary and established based on the NEO’s level of responsibility and ability to affect overall results. The Compensation Committee also considers market data provided by our compensation consultant which is updated annually. The Compensation Committee has committed to only exercising negative discretion when finalizing an NEO’s annual cash incentive award. For 2023, the program had the following elements:

  37. 2023 Annual Cash Incentive Program

    | • | 50%: Adjusted EBITDA |

  38. 2023 Annual Cash Incentive Program

    | • | 20%: Adjusted Operating Cash Flow |

  39. 2023 Annual Cash Incentive Program

    | • | 15%: Strategic Initiatives |

  40. 2023 Annual Cash Incentive Program

    | • | 15%: Individual Objectives |

  41. Overall Plan Results

    | Metric | 2023 TARGET | 2023 ACTUAL | 2023 CALCULATED RESULTS | WEIGHTING | 2023 PLAN PAYOUT(1) | | Adjusted EBITDA | $200.0 | $141.4 | 0% | 50% | 0.0% | | Adjusted Operating Cash Flow(2) | $58.5 | $99.6 | 200% | 20% | 40.0% | | Non-Financial Strategic Objectives | Various | Partially achieved | 87.5% | 15% | 13.1% | | Individual Objectives | Various | Varies | 50-200% | 15% | 7.5%-30% | | Total Payout | | | | | 60.6%-83.1% |

  42. Individual Awards

    | | CALCULATED RESULTS ($) | COMMITTEE ADJUSTMENT ($) | TOTAL BONUS PAID ($)(1) | BONUS PAID AS % OF TARGET | | De Lyle W. Bloomquist | 606,000 | 0 | 606,000 | 60.6% | | Marcus J. Moeltner | 235,967 | 0 | 236,000 | 68.1% | | Joshua C. Hicks | 276,308 | 0 | 276,000 | 83.1% | | Michael D. Osborne | 111,727 | 0 | 112,000 | 68.1% | | R. Colby Slaughter | 199,440 | 0 | 199,000 | 83.1% |

  43. Equity Incentive Program Awards Granted in 2023

    Equity Incentive Program Awards Granted in 2023 For 2023, the weighting between performance-based and time-based awards remained the same at 70% and 30%, respectively. The performance-based awards were the following:

  44. Equity Incentive Program Awards Granted in 2023

    | • | PSUs weighted at 35% of the overall award value measuring performance against three-year relative TSR and Cumulative Adjusted EBITDA for fiscal years 2023, 2024, and 2025 |

  45. Equity Incentive Program Awards Granted in 2023

    | • | Performance-based cash weighted at 35% of the overall award value using the same three-year goals as the PSUs |

  46. Equity Incentive Program Awards Granted in 2023

    | • | The 2023 PSU component of the Equity Incentive Program measures relative TSR and Cumulative Adjusted EBITDA for three years. Further, if RYAM’s three-year TSR is negative, payouts for the TSR component will be capped at 100% unless RYAM’s relative TSR is above the 75th percentile of the peer group at which time the cap would become 150%; however, payouts under the Cumulative Adjusted EBITDA metric will be measured and scored separately. |

  47. Equity Incentive Program Awards Granted in 2023

    The following are the objectives for this program:

  48. Relative TSR (50% Weight)

    Relative TSR (50% Weight)

  49. Relative TSR (50% Weight)

    | | THRESHOLD | TARGET | MAXIMUM | | Relative Performance (Percentile Ranking) | 25th Percentile | 50th Percentile | 75th Percentile | | Payout (% of Target) | 30% | 100% | 200% |

  50. Relative TSR (50% Weight)

    | 40 | |

  51. Cumulative Adjusted EBITDA(1) (50% Weight)

    | | Threshold | Target | Maximum | | Cumulative Adjusted EBITDA Payout Range | 30% | 100% | 200% |

  52. PAYOUT OF PREVIOUSLY AWARDED 2021 PERFORMANCE SHARE UNITS

    PAYOUT OF PREVIOUSLY AWARDED 2021 PERFORMANCE SHARE UNITS On February 28, 2024, the three-year performance measurement period for PSUs awarded in 2021 concluded.

  53. Relative TSR (50% Weighting)

    Relative TSR (50% Weighting) The payout for these awards was based on relative three-year cumulative TSR performance weighted at 50%. The three-year TSR was negative 48.1% and the relative ranking was at the 16th percentile which yielded no payout (0.0% of target).

  54. Relative TSR (50% Weighting)

    | | THRESHOLD | TARGET | MAXIMUM | | Relative Performance (Percentile Ranking) | 25th Percentile | 50th Percentile | 75th Percentile | | Payout (% of Target) | 30% | 100% | 200% |

  55. Combined Overall Payout

    Combined Overall Payout The two components combined shown in the following table achieved a 0.0% outcome:

  56. Combined Overall Payout

    | | Results | Weighting | Plan Payout | | TSR Matrix | 0.0% | 50% | 0.0% | | Adjusted HPC Segment EBITDA Margin | 0.0% | 50% | 0.0% | | Total Payout | | | 0.0% |

  57. Combined Overall Payout

    | 42 | |

  58. 2024 Annual Cash Incentive

    2024 Annual Cash Incentive For 2024, the program will have the same design as 2023, specifically:

  59. 2024 Annual Cash Incentive

    | • | 50%: Adjusted EBITDA |

  60. 2024 Annual Cash Incentive

    | • | 20%: Adjusted Operating Cash Flow |

  61. 2024 Annual Cash Incentive

    | • | 15%: Strategic Initiatives |

  62. 2024 Annual Cash Incentive

    | • | 15%: Individual Goals |

  63. 2024 Equity Incentive Program

    2024 Equity Incentive Program For 2024, the weighting between performance-based and time-based awards will remain the same at 70% and 30%, respectively for NEOs other than the CEO whose awards will be 100% performance-based. The program mix is as follows: CEO

  64. 2024 Equity Incentive Program

    | • | PSUs weighted at 65% of the overall award value measuring performance against three-year relative TSR compared against the S&P SmallCap 600 Capped Materials Index (weighted at 50%) and Cumulative Adjusted EBITDA goals (weighted at 50%) |

  65. 2024 Equity Incentive Program

    | • | Performance Cash Units weighted at 35% of the overall award value using the same three-year goals as the PSUs |

  66. 2024 Equity Incentive Program

    Other NEOs

  67. 2024 Equity Incentive Program

    | • | PSUs weighted at 35% of the overall award value measuring performance against three-year relative TSR compared against the S&P SmallCap 600 Capped Materials Index (weighted at 50%) and Cumulative Adjusted EBITDA goals (weighted at 50%) |

  68. 2024 Equity Incentive Program

    | • | Performance Cash Units weighted at 35% of the overall award value using the same three-year goals as the PSUs |

  69. 2024 Equity Incentive Program

    | • | RSUs at 30% of the overall award which vest three years following the date of the award |

  70. 2024 Equity Incentive Program

    An equity price floor of $7.00 was utilized when determining the shares granted. The use of a share price floor recognizes the Company’s low share price and the desire to responsibly manage annual share usage.

  71. 2024 Equity Incentive Program

    | 2024 RYAM PROXY STATEMENT | 43 |

  72. Compensation Committee Responsibilities and Process

    The Compensation Committee invites members of management to attend its meetings, as the Committee deems necessary or appropriate, to discuss and report on issues within their specific areas of expertise or responsibility. While the CEO recommends other NEOs’ compensation levels to the Committee for its consideration and approval, the CEO does not participate in the deliberations of the Committee or the Board regarding his own compensation. When making compensation recommendations and decisions, the Compensation Committee considers the CEO’s assessment of the performance of each NEO other than himself; the performance of the individual and the individual’s respective business unit or function; the scope of the individual’s responsibilities; years of experience with the Company (or in similar positions with other companies); skills and knowledge; market compensation data; market and economic conditions; Company performance; retention considerations; and RYAM’s compensation philosophy (collectively, the compensation factors). The Committee considers these compensation factors both subjectively and objectively and no single factor or combination of factors is determinative. With respect to CEO compensation, the Committee uses its judgement but generally seeks to set compensation in line with the anticipated market median for our compensation comparison group for a given year. The Compensation Committee currently retains F. W. Cook to provide compensation consulting services. The Committee uses broad market survey data and peer group information referred to below in the “Benchmarking to Compensation Peer Groups” section provided by its compensation consultant as market reference points. The Committee also considers information the Company learns through recruiting NEOs and the experience levels and responsibilities of NEOs prior to joining the Company as reference points in setting NEO compensation. The Compensation Committee has assessed the independence of F. W. Cook against the specific criteria under applicable SEC and NYSE criteria and rules and has determined, in its business judgement, that F. W. Cook is independent, and no conflict of interest is raised by F. W. Cook’s work for the Committee.

  73. BENCHMARKING TO COMPENSATION PEER GROUPS

    BENCHMARKING TO COMPENSATION PEER GROUPS Skilled executive-level talent is essential to our success, and we compete with global companies in many industries for top people. The Compensation Committee studies market norms across the specialty chemicals industry, as well as the standards within the broader community of general industry U.S. manufacturing companies to assess and understand the competitive environment. Our customized compensation comparison peer group, as recommended by F. W. Cook and approved by the Committee, is used to assess the competitiveness of the compensation of our CEO and other executive officers. For 2023, the Committee made changes to improve alignment of RYAM to the median of the Peer Group. The changes included the removal of Ashland Global, Ferro, Kraton, and Verso. To replace these companies, Ecovyst, Hawkins, and Ingevity were added. The following companies were included in the comparison peer group:

  74. BENCHMARKING TO COMPENSATION PEER GROUPS

    | AdvanSix Ecovyst Glatfelter Corporation H.B. Fuller Company Hawkins Ingevity Innospec Inc. | Koppers Holdings Inc. Minerals Technologies Inc. Quaker Chemical Corporation Sensient Technologies Corporation Stepan Company Tredegar Venator Materials |

  75. BENCHMARKING TO COMPENSATION PEER GROUPS

    We seek to include companies that compete with us for executive talent and are similar to us in industry, business model, revenue and/or market capitalization. Our Compensation Committee periodically reviews the composition of this peer group and makes changes it determines are appropriate based on changes to our businesses or to the attributes of companies in the group and the availability of their compensation data.

  76. Severance and Change in Control Benefits

    Severance and Change in Control Benefits

  77. Executive Severance Pay Plan - Change in Control

    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 the 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 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.

  78. Executive Severance Pay Plan - Change in Control

    | 46 | |

  79. Executive Severance Pay Plan - Change in Control

    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 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 Plan, any changes or amendments are not effective for two years.

  80. Equity Compensation Awards and Change in Control

    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.

  81. Executive Severance Non-Change in Control Plan

    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.

  82. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  83. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | De Lyle W. Bloomquist President and Chief Executive Officer | 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 | 2023 | 495,000 | - | 537,064 | - | 236,000 | - | 26,650 | 1,294,714 | | | 2022 | 475,000 | - | 894,407 | - | 390,000 | - | 49,511 | 1,808,918 | | | 2021 | 460,000 | - | 605,915 | - | 360,000 | - | 43,633 | 1,469,548 | | Joshua C. Hicks Senior Vice President, High Purity Cellulose | 2023 | 475,000 | - | 537,064 | - | 276,000 | - | 24,375 | 1,312,439 | | | 2022 | 445,000 | - | 926,375 | - | 340,000 | - | 203,944 | 1,915,319 | | | 2021 | 32,027 | 505,000 | 1,019,892 | - | - | - | 34,500 | 1,591,419 | | Michael D. Osborne Vice President, Manufacturing Operations | 2023 | 273,438 | - | 424,815 | - | 112,000 | - | 131,263 | 941,516 | | | - | - | - | - | - | - | - | - | | | | - | - | - | - | - | - | - | - | | | R. Colby Slaughter Senior Vice President, General Counsel and Corporate Secretary | 2023 | 400,000 | - | 345,272 | - | 199,000 | - | 15,524 | 959,796 | | | - | - | - | - | - | - | - | - | | | | - | - | - | - | - | - | - | - | |

  84. 2023 Summary Compensation Table

    | (1) The amount for 2021 for Mr. Hicks reflects a $475,000 cash inducement award and a pro-rata 2021 incentive payment in connection with his December 6, 2021 hire. |

  85. 2023 Summary Compensation Table

    | (2) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718 for PSU awards grated in 2021, 2022 and 2023 using a Monte Carlo simulation model. A discussion of the assumptions used in calculating these values may be found in Note 16 Incentive Stock Plans includes in the notes to the consolidated financial statements in our 2023 Annual Report on Form 10-K. 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 and actual award value can range from 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 and actual award value can range from zero to 250% of the target. See the Equity Incentive Program section of the CD&A for additional information. |

  86. 2023 Summary Compensation Table

    | The grant date fair value 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 2021, 2022 and 2023, as applicable, assuming at such grant date the maximum payment (200% of target in the case of 2021, 2022 and 2023 PSUs and 250% of target in the case of 2022 LPUs), would have been as follows: Mr. Bloomquist, $2,567,808 and $2,523,046; Mr. Moeltner, $546,077, $1,458,781, and $654,125; Mr. Hicks, $563,385, $1,175,484, and $654,125; Mr. Osborne, $143,246; and Mr. Slaughter $233,015, $514,888, and $420,538. |

  87. 2023 Summary Compensation Table

    | (3) Amounts under the Non-Equity Incentive Plan Compensation column represent annual cash incentive awards under our 2023, 2022 and 2021 Annual Cash Incentive Programs. |

  88. 2023 Summary Compensation Table

    | (4) Reflects the annual aggregate change in actuarial present value of the participant’s pension benefit under the Company’s retirement plans in 2023. None of our NEOs participate in the closed pension plan. There were no above-market earnings on non-qualified deferred compensation. |

  89. 2023 Summary Compensation Table

    | (5) The All Other Compensation column in the 2023 Summary Compensation Table above includes the following for 2023: financial planning and tax services, 401(k) retirement contributions, Excess Savings Plans, and other miscellaneous items. |

  90. 2023 Summary Compensation Table

    | 50 | |

  91. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

  92. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | | | | 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 | 1/1/2023 | 1/20/2023 | 45,000 | 1,000,000 | 2,000,000 | | | | | | | Performance Cash Units | 3/1/2023 | 2/15/2023 | 283,500 | 945,000 | 1,890,000 | | | | | | | Performance Share Units | 3/1/2023 | 2/15/2023 | | | | 33,790 | 112,636 | 225,272 | | 1,261,523 | | Restricted Stock Units | 3/1/2023 | 2/15/2023 | | | | | | | 96,544 | 810,004 | | Marcus J. Moeltner | | | | | | | | | | | | Annual Incentive Plan | 1/1/2023 | 1/20/2023 | 15,593 | 346,500 | 693,000 | | | | | | | Performance Cash Units | 3/1/2023 | 2/15/2023 | 73,500 | 245,000 | 490,000 | | | | | | | Performance Share Units | 3/1/2023 | 2/15/2023 | | | | 8,760 | 29,202 | 58,404 | | 327,062 | | Restricted Stock Units | 3/1/2023 | 2/15/2023 | | | | | | | 25,030 | 210,002 | | Joshua C. Hicks | | | | | | | | | | | | Annual Incentive Plan | 1/1/2023 | 1/20/2023 | 14,963 | 332,500 | 665,000 | | | | | | | Performance Cash Units | 3/1/2023 | 2/15/2023 | 73,500 | 245,000 | 490,000 | | | | | | | Performance Share Units | 3/1/2023 | 2/15/2023 | | | | 8,760 | 29,202 | 58,404 | | 327,062 | | Restricted Stock Units | 3/1/2023 | 2/15/2023 | | | | | | | 25,030 | 210,002 | | Michael D. Osborne | | | | | | | | | | | | Annual Incentive Plan | 4/10/2023 | 1/27/2023 | 7,379 | 163,973 | 327,946 | | | | | | | Performance Cash Units | 5/17/2023 | 2/15/2023 | 36,750 | 122,500 | 245,000 | | | | | | | Performance Share Units | 5/17/2023 | 2/15/2023 | | | | 4,380 | 14,602 | 29,204 | | 71,623 | | Restricted Stock Units | 4/10/2023 | 1/27/2023 | | | | | | | 52,540 | 300,003 | | Restricted Stock Units | 5/17/2023 | 2/15/2023 | | | | | | | 12,515 | 53,189 | | R. Colby Slaughter | | | | | | | | | | | | Annual Incentive Plan | 1/1/2023 | 1/20/2023 | 10,800 | 240,000 | 480,000 | | | | | | | Performance Cash Units | 3/1/2023 | 2/15/2023 | 47,250 | 157,500 | 315,000 | | | | | | | Performance Share Units | 3/1/2023 | 2/15/2023 | | | | 5,632 | 18,774 | 37,548 | | 210,269 | | Restricted Stock Units | 3/1/2023 | 2/15/2023 | | | | | | | 16,091 | 135,003 |

  93. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (1) 2023 Equity Incentive Program grants were approved February 15, 2023 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 set in dollars and converted to shares using the closing price of RYAM stock on the March 1, 2023 award date, which was $8.39 per share. The closing price used to calculate the number of shares was $5.71 for Mr. Osborne’s April 10, 2023 RSUs and Mr. Osborne’s May 17, 2023 RSU & PSU awards used the March 1, 2023 stock price of $8.39 per share. |

  94. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (2) Reflects range of potential cash incentive awards under the 2023 Annual Cash Incentive Program. Awards can range from zero to 200% of the target cash incentive award. See the 2023 Annual Cash Incentive Program section of the CD&A for more information. The actual amount earned by each NEO for 2023 is reflected in the 2023 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |

  95. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (3) Reflects performance cash unit awards approved February 15, 2023 as a part of 2023 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 2023 Equity Incentive Program section of the CD&A for additional information. The actual amount earned if any will be reflected in the 2026 Proxy Statement in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |

  96. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (4) Reflects potential payouts, in numbers of shares, that were possible to earn under the 2023 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 2023 section of the CD&A for additional information. |

  97. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | 52 | |

  98. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (5) Reflects RSUs awarded March 1, 2023 under the 2023 Equity Award Program. Mr. Osborne's April RSUs were awarded in connection with his April 10, 2023 hire. Mr. Osborne's RSUs under the 2023 Equity Award Program were awarded May 17, 2023. |

  99. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | (6) Reflects the grant date fair value of each equity award computed in accordance with FASB 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 the Incentive Stock Plans note to our financial statements included in our Annual Report on Form 10-K for 2023. No options were granted to the NEOs in 2023. |

  100. GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    | 2024 RYAM PROXY STATEMENT | 53 |

  101. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    Outstanding Equity Awards at 2023 Fiscal Year End TABLE

  102. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | | Option Awards(4) | | | | | | Stock Awards(4) | | | | | | | | | | | Equity Incentive plan awards | | | | | Equity Incentive Plan Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un-exercisable(1) | Option Exercise Price ($) | Option Grant Date | Number of securities underlying un-exercised unearned options | Option Expiration Date | stock award grant date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(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 | 0 | 0 | 0 | - | 0 | - | | | | | | | | | | | | | | 5/28/2022 | 130,209 | $527,346 | | | | | | | | | | | 3/1/2023 | 96,544 | $391,003 | | | | | | | | | | | 5/28/2022 | | | 16,277 | $65,922 | | | | | | | | | 6/13/2022 | | | 41,877 | $169,602 | | | | | | | | | 7/13/2022 | | | 117,925 | $477,596 | | | | | | | | | 3/1/2023 | | | 16,896 | $68,429 | | | | | | | | | 3/1/2023 | | | 56,318 | $228,088 | | Marcus J. Moeltner | 0 | 0 | 0 | - | 0 | - | | | | | | | | | | | | | | 3/1/2021 | 24,194 | $97,986 | | | | | | | | | | | 3/1/2022 | 44,271 | $179,298 | | | | | | | | | | | 3/1/2023 | 25,030 | $101,372 | | | | | | | | | | | 3/1/2021 | | | 4,234 | $17,148 | | | | | | | | | 7/14/2021 | | | 4,234 | $17,148 | | | | | | | | | 3/1/2022 | | | 5,535 | $22,417 | | | | | | | | | 3/29/2022 | | | 14,238 | $57,664 | | | | | | | | | 7/13/2022 | | | 40,095 | $162,385 | | | | | | | | | 3/1/2023 | | | 4,381 | $17,743 | | | | | | | | | 3/1/2023 | | | 14,601 | $59,134 | | Joshua C. Hicks | 0 | 0 | 0 | - | 0 | - | | | | | | | | | | | | | | 3/1/2022 | 31,250 | $126,563 | | | | | | | | | | | 3/1/2023 | 25,030 | $101,372 | | | | | | | | | | | 12/6/2021 | | | 6,557 | $26,556 | | | | | | | | | 12/6/2021 | | | 6,556 | $26,552 | | | | | | | | | 1/21/2022 | | | 21,295 | $86,245 | | | | | | | | | 3/1/2022 | | | 5,469 | $22,149 | | | | | | | | | 7/13/2022 | | | 39,623 | $160,473 | | | | | | | | | 3/1/2023 | | | 4,381 | $17,743 | | | | | | | | | 3/1/2023 | | | 14,601 | $59,134 | | Michael D. Osborne | 0 | 0 | 0 | 0 | | | | | | | | | | | | | | | | 4/10/2023 | 52,540 | $212,787 | | | | | | | | | | | 5/17/2023 | 12,515 | $50,686 | | | | | | | | | | | 5/17/2023 | | | 2,191 | $8,874 | | | | | | | | | 5/17/2023 | | | 7,301 | $29,569 | | R. Colby Slaughter | 231 | 0 | 36.5528 | 1/2/2014 | 0 | 1/2/2024 | | | | | | | | | | | | | | 3/1/2021 | 8,123 | $32,898 | | | | | | | | | | | 3/1/2022 | 15,625 | $63,281 | | | | | | | | | | | 3/1/2023 | 16,091 | $65,169 | | | | | | | | | | | 3/1/2021 | | | 1,422 | $5,759 | | | | | | | | | 7/14/2021 | | | 1,422 | $5,759 | | | | | | | | | 3/1/2022 | | | 1,954 | $7,914 | | | | | | | | | 3/29/2022 | | | 5,026 | $20,355 | | | | | | | | | 7/13/2022 | | | 14,151 | $57,312 | | | | | | | | | 3/1/2023 | | | 9,387 | $38,017 | | | | | | | | | 3/1/2023 | | | 2,817 | $11,409 |

  103. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | (1) Option awards vested and became exercisable in one-third increments on the first, second and third anniversaries of the grant date. RSU awards vest on the third anniversary of the grant date. |

  104. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | (2) Represents PSU awards granted in 2021, 2022 and 2023, 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 |

  105. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | 54 | |

  106. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    our PSU awards, the actual award value can range from zero to 200% of the target. The amounts reported here for the 2021 PSUs are reflected at threshold level; actual amounts earned for the performance period ending February 28, 2024 are discussed in the CD&A. The amounts reported here for 2022 and 2023 EBITDA PSU awards assume target performance achievement and the 2022 and 2023 TSR PSU awards assume threshold performance achievement, but the amounts actually earned pursuant to these awards, if any, will not be determined until following the end of the respective performance periods on February 28, 2025 and February 28, 2026.

  107. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | (3) Value based on the December 31, 2023 closing price of Rayonier Advanced Materials stock of $4.05. |

  108. Outstanding Equity Awards at 2023 Fiscal Year End TABLE

    | (4) Share amounts and option exercise prices shown have been adjusted to reflect a June 2014 valuation adjustment due to our spinoff from our former parent company. |

  109. Option Exercises and Stock Vested in 2023 TABLE

    Option Exercises and Stock Vested in 2023 TABLE

  110. Option Exercises and Stock Vested in 2023 TABLE

    | | 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 Bloomquist | - | - | 0 | $0 | | Marcus J. Moeltner | - | - | 102,072 | $857,405 | | Joshua C. Hicks | - | - | 65,560 | $228,149 | | Michael D. Osborne | - | - | 0 | $0 | | R. Colby Slaughter | - | - | 34,865 | $292,866 |

  111. Option Exercises and Stock Vested in 2023 TABLE

    | (1) Represents vesting of RSUs and the 144.1% payout of the 2020 PSU awards which were a part of the overall 2020 Equity Incentive Plan, with value realized on vesting determined by multiplying the number of shares acquired on vesting by the $8.40 closing market price of our Common Stock on March 1, 2023. The number of shares acquired for Mr. Hicks represents the partial vesting of his 2021 RSUs granted upon hire, with the value realized was determined by multiplying the number of shares acquired on vesting by the $3.48 closing price of our Common Stock on December 6, 2023. |

  112. Non-Qualified Deferred Compensation table

    Non-Qualified Deferred Compensation table

  113. Non-Qualified Deferred Compensation table

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(2) | | De Lyle Bloomquist | 50,000 | 26,800 | 3,188 | - | 114,539 | | Marcus J. Moeltner | 9,600 | 6,600 | 5,656 | - | 132,512 | | Joshua C. Hicks | 15,698 | 5,800 | 1,676 | - | 51,470 | | Michael D. Osborne | 0 | 0 | 0 | - | 0 | | R. Colby Slaughter | 10,167 | 2,800 | 2,945 | - | 72,596 |

  114. Non-Qualified Deferred Compensation table

    | (1) All Executive and Company contributions in the last fiscal year are reflected in the Summary Compensation Table in this Proxy Statement as 2023 compensation. |

  115. Non-Qualified Deferred Compensation table

    | (2) 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, $34,358; Mr. Moeltner, $106,679; Mr. Hicks, $28,028; Mr. Osborne, $0; and Mr. Slaughter $0. |

  116. Non-Qualified Deferred Compensation table

    The Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (the Excess Savings Plan) is a nonqualified, unfunded plan that consists of two components, an Excess Savings component (a supplement to the Rayonier Advanced Materials Investment Savings Plan for Salaried Employees (the Savings Plan)) and an Excess Base Salary and Bonus Deferral component. The Savings Plan, which is our tax qualified 401(k) plan, is not reflected in the table above which under SEC rules covers only our non-qualified deferred compensation plan. The Savings Plan is designed to encourage salaried employees to save and invest for retirement. Under this Plan, employees may contribute up to the annual IRS limits on a pre-tax basis. The Company matches such contributions at a rate of $.50 for each $1.00 up to 8% of the employee’s base salary. The retirement contribution was increased and automatic enrollment of all new salaried employees in the Savings Plan implemented, coincident with the closing of the Company’s defined benefit pension plan to new salaried employees effective January 1, 2006. This change reflects the Company’s desire that salaried employees take a more active role in planning, saving and investing for retirement.

  117. Non-Qualified Deferred Compensation table

    | 2024 RYAM PROXY STATEMENT | 55 |

  118. Non-Qualified Deferred Compensation table

    The Company 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 Excess Savings Plan supplements the Savings Plan by providing employees with Company contributions that are lost due to the IRC regulations limiting employee contributions to tax qualified 401(k) plans. Participants can contribute up to 8% of total base salary. The Company contributes up to 4% of total base salary (reduced by the regular matching contributions made under the Savings Plan). Amounts contributed by participants and the Company match, are unsecured, but earn a return equal to 120% of the applicable federal long-term rate (adjusted monthly). The average interest rate in 2023 was 4.85%. Excess Savings Plan participants may elect to receive a lump sum or annual installments upon termination of employment. The Excess Base Salary and Bonus Deferral component of the Excess Savings Plan allows employees with a base salary in excess of $175,000 the opportunity to defer up to 100% of their base salary and all or any portion of their annual cash incentive award. Amounts deferred are unsecured but earn a return equal to the 10-year treasury rate plus 1.50% (adjusted monthly). The average treasury interest rate in 2023 was 3.96%. Excess Base Salary Deferral and Annual Bonus Deferral participants may elect to receive a lump sum or annual installments not to exceed fifteen years upon termination of employment or a specific date.

  119. Non-Qualified Deferred Compensation table

    | 56 | |

  120. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  121. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance ($) | Annual Cash Incentive Severance ($) | Pension/ 401(K) BENEFITS ($)(3) | Medical/ Welfare, Tax and Outplacement Benefits ($)(4) | Acceleration of Equity Awards ($)(5) | Other | | De Lyle W. Bloomquist | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 2,000,000 | 2,606,000 | - | 32,053 | - | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 3,000,000 | 3,606,000 | 318,180 | 58,915 | 3,725,603 | - | | Marcus J. Moeltner | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 742,500 | 755,750 | - | 48,881 | 457,302 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,485,000 | 1,406,000 | 142,215 | 76,012 | 1,666,163 | - | | Joshua C. Hicks | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 712,500 | 774,750 | - | 53,408 | 442,532 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,425,000 | 1,296,000 | 137,955 | 84,646 | 1,650,530 | - | | Michael D. Osborne | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 562,500 | 449,500 | - | 52,291 | - | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 750,000 | 562,000 | 102,360 | 82,515 | 445,111 | - | | R. Colby Slaughter | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 600,000 | 559,000 | - | 51,903 | 391,975 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,200,000 | 919,000 | 111,570 | 69,178 | 1,325,459 | - |

  122. Potential Payments Upon Termination or Change in Control

    | (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, 2023. Mr. Bloomquist is included in Tier I; Messrs. Moeltner, Hicks, Osborne, and Slaughter are included in Tier II. |

  123. Potential Payments Upon Termination or Change in Control

    | (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, 2023. |

  124. Potential Payments Upon Termination or Change in Control

    | 2024 RYAM PROXY STATEMENT | 57 |

  125. Potential Payments Upon Termination or Change in Control

    | (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. |

  126. Potential Payments Upon Termination or Change in Control

    | (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. |

  127. Potential Payments Upon Termination or Change in Control

    | (5) PSU and RSU awards were valued using the closing price of the Company's stock on December 31, 2023. 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. All outstanding PSUs and LPUs are reflected at 100%. |

  128. Potential Payments Upon Termination or Change in Control

    As discussed in the CD&A under Severance Pay and Change in Control Benefits, under our CIC Severance Plan, there are no excise tax reimbursements made for our executives. They are instead subject to a net best provision whereby the executive would be entitled to the greater after-tax benefit of either (i) full CIC payments and benefits, for which the executive is responsible for the payment of any applicable 208G excise tax or (ii) CIC payments and benefits cut back to the amount that would result in no 280G excise tax for the executive. Our Non-CIC Severance Plan provides severance benefits to employees at the level of Vice President 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). This Non-CIC Severance Plan replaces the Severance Pay Plan for Salaried Employees for the executive level group of employees. Benefits may range from nine months to 24 months of base salary plus target annual incentive. The individual severance multipliers for the NEOs are noted in the footnotes to the table above. The amounts shown in the table above do not include payments and benefits to the extent that they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including accrued salary, vacation pay, regular pension benefits, welfare benefits and 401(k) distributions. Amounts that would be distributed pursuant to the Company’s nonqualified deferred compensation plans are indicated in the Nonqualified Deferred Compensation table. Other than as reflected in the table and footnote (3) above, amounts that would be distributed pursuant to the Company’s tax-qualified and non-qualified retirement plans are indicated in the Pension Benefits table. A termination by an executive within two years after a change in control would generally be for good reason if it results from: (i) a significant diminution in the executive’s position or the assignment to the executive of any duties inconsistent in any respect with his or her position (including status, offices, titles and reporting requirements), authority, duties, or responsibilities immediately before the change in control; (ii) any material reduction in the executive’s salary, annual cash incentive award opportunities, benefits, or other compensation; (iii) the relocation of the executive’s principal place of business by more than 50 miles from his or her previous place of business; or (iv) any termination of the CIC Severance Plan (or the executive’s participation therein) other than by its express terms. Regardless of whether a change in control had occurred, an executive would not be entitled to payments under the CIC Severance Plan if he or she was terminated for cause. A termination of an executive generally would be for cause if it was due to (i) the willful and continued refusal of the executive to substantially perform his or her employment duties following written notification by Rayonier Advanced Materials’ Board of Directors; or (ii) engagement of the executive in illegal conduct or gross misconduct that is demonstrably injurious to the Company, including an indictment or charge by any prosecuting agency with the commission of a felony. The Company may condition payment of a portion of an executive’s severance benefits under the CIC Severance Plan upon his or her agreement to adhere to confidentiality covenants, as well as to refrain from disparaging the Company (subject to certain limitations as required by law) or its products; competing directly with the Company; or inducing certain employees to terminate employment or service with the Company. These covenants would generally remain in effect for the shorter of one year from the executive’s termination or two years following a CIC, except that the confidentiality covenants would remain in effect for the longer of two years from the executive’s termination or three years following a CIC. By accepting the conditioned payments, an executive will be deemed to have consented to the issuance of a temporary restraining order to maintain the status quo pending the outcome of any equitable proceeding that may be brought by Rayonier Advanced Materials to enforce such covenants.

  129. Potential Payments Upon Termination or Change in Control

    | 58 | |

  130. Potential Payments Upon Termination or Change in Control

    Unless otherwise indicated, all cash payments would be made by the Company in a lump sum, although the timing of some payments and benefits may be delayed by six months after termination in accordance with IRC Section 409A, which regulates deferred compensation. The Company has established two rabbi trusts related to the CIC Severance Plan. One is designed to defray the legal costs incurred by the executives in enforcing their rights under the CIC Severance Plan if the Company does not meet its obligations. The Company has funded $3,238,165.05 to this trust. If there is a CIC of the Company, the Company would transfer to the second trust an amount sufficient to satisfy the cash payments that would be required to be paid in the event of a qualifying termination of executives covered under the CIC Severance Plan.

  131. CEO Pay Ratio

    CEO Pay Ratio The annual total compensation of our median-paid employee on a worldwide basis for 2023 was $113,815. The annual total compensation of our CEO for 2023, as reported in the 2023 Summary Compensation Table, was $3,732,138. The ratio of our CEO’s total compensation to our median employee’s total compensation was 33 to 1, which is calculated by dividing the CEO’s annual total compensation by that of our median-paid employee. In accordance with SEC rules, we have used the same median employee who was identified for the 2021 disclosure. An analysis was conducted using payroll records to confirm the employee population remained consistent with the prior year reporting. There have been no changes to compensation arrangements the Company reasonably believes would result in a significant change to its pay ratio disclosure. A re-calculation of the median employee’s 2023 annual total compensation was conducted as required. 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.

  132. CEO Pay Ratio

    | 2024 RYAM PROXY STATEMENT | 59 |

  133. Pay versus performance

    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:

  134. Pay versus performance

    | • | A list of the most important financial measures that our Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; |

  135. Pay versus 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 |

  136. Pay versus performance

    | • | Graphs that describe: |

  137. Pay versus performance

    ○ The relationship between our total shareholder return (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:

  138. Pay versus performance

    | | 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) |

  139. Pay versus performance

    | (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. |

  140. Pay versus performance

    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 2023. 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.

  141. Pay versus performance

    | • | Adjusted EBITDA |

  142. Pay versus performance

    | • | Relative TSR |

  143. Pay versus performance

    | • | Adjusted Operating Cash Flow |

  144. Pay versus performance

    | 60 | |

  145. Pay versus performance

    Adjusted EBITDA was the most heavily weighted financial performance metric under our 2023 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 2023, 2022, 2021 and 2020.

  146. Pay versus performance

    | | SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1) | | | COMPENSATION ACTUALLY PAID TO CEO(2) | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year | BLOOMQUIST | (FORMER) CONSIGLIO | (FORMER) BOYNTON | BLOOMQUIST | (FORMER) CONSIGLIO | (FORMER) BOYNTON | | | TOTAL SHAREHOLDER RETURN(3) | PEER GROUP TOTAL SHAREHOLDER RETURN | NET INCOME (LOSS) (H) ($MILLIONS) | ADJUSTED EBITDA (COMPANY SELECTED MEASURE) ($MILLIONS)(4) | | 2023 | 3,732,138 | - | - | (1,199,645) | - | - | 1,127,116 | (247,468) | 105 | 164 | (101.835) | 139 | | 2022 | 3,164,731 | 7,992,927 | - | 6,344,838 | 5,047,378 | - | 1,641,145 | 2,800,039 | 250 | 136 | (14.919) | 177 | | 2021 | - | - | 5,665,507 | - | - | 3,806,923 | 1,336,480 | 926,166 | 149 | 145 | 66.414 | 127 | | 2020 | - | - | 5,579,824 | - | - | 8,221,626 | 829,928 | 1,631,787 | 170 | 123 | 0.555 | 100 |

  147. Pay versus performance

    | (1) For 2023, the CEO was De Lyle Bloomquist; other NEOs included Marcus Moeltner, Joshua Hicks, Michael Osborne and Colby Slaughter. For 2022, CEOs were De Lyle Bloomquist and Vito Consiglio (former); other NEOs were Marcus Moeltner, Joshua Hicks, William Manzer and James Posze. For 2021, the CEO was Paul Boynton; other NEOs included Marcus Moeltner, Joshua Hicks, William Manzer and James Posze. For 2020, the CEO was Paul Boynton, other NEOs were Marcus Moeltner, Frank Ruperto, William Manzer and James Posze. |

  148. Pay versus performance

    | (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: |

  149. Pay versus performance

    CEO Reconciliation Table:

  150. Pay versus performance

    | 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 | | 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 |

  151. Pay versus performance

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

  152. Pay versus performance

    | 2024 RYAM PROXY STATEMENT | 61 |

  153. Pay versus performance

    | 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 | AVERAGE OTHER NEOS CAP | | 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 |

  154. Pay versus performance

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

  155. Pay versus performance

    | (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 2023 Annual Report on Form 10-K. |

  156. Pay versus performance

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

  157. Pay versus performance

    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.

  158. Pay versus performance

    | 62 | |

  159. Pay versus performance

    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. Adjusted EBITDA determined 50% of business funding under our 2023 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.

  160. Pay versus performance

    | (1) Reconciliations of GAAP to non-GAAP financial measures are provided in Appendix F. |

  161. Pay versus performance

    | 2024 RYAM PROXY STATEMENT | 63 |

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

    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

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

    | 2024 RYAM PROXY STATEMENT | A-3 |

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

    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 allow for exculpation of officers as permitted by delaware law? A: The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law will be approved if holders of a majority 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 exculpation of officer’s 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 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.