DEF 14A of Rayonier Advanced Materials Inc., Mar 31, 2025

DEF 14A of Rayonier Advanced Materials Inc.

Filed Mar 31, 2025 · FY20240001140361-25-011207

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 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.

  2. 2024 Director Compensation Table

    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.

  3. 2024 Director Compensation Table

    | 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 |

  4. 2024 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 17 Incentive Stock Plans included in the notes to consolidated financial statements in our 2024 Annual Report on Form 10-K. |

  5. 2024 Director Compensation Table

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

  6. 2024 Director Compensation Table

    | (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. |

  7. 2024 Director Compensation Table

    | (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. |

  8. 2024 Director Compensation Table

    | (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. |

  9. 2024 Director Compensation Table

    | (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. 2024 Director Compensation Table

    | 10 | |

  11. THREE NOMINEES FOR ELECTION TO THE BOARD OF

    THREE NOMINEES FOR ELECTION TO THE BOARD OF

  12. DIRECTORS

    DIRECTORS

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

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

  14. 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. |

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

    | 2025 RYAM PROXY STATEMENT | 15 |

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

    | | | | | | | 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. |

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

    | | | | | | | 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. |

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

    | 16 | |

  19. BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

    BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

  20. Class I, Terms to Expire in 2027

    Class I, Terms to Expire in 2027

  21. 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. |

  22. Class I, Terms to Expire in 2027

    | 2025 RYAM PROXY STATEMENT | 17 |

  23. Class I, Terms to Expire in 2027

    | | | | | | | 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. |

  24. Class I, Terms to Expire in 2027

    | 18 | |

  25. Class I, Terms to Expire in 2027

    | | | | | | | 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. |

  26. Class I, Terms to Expire in 2027

    | 2025 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: 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. |

  29. Class III, Terms to Expire in 2026

    | 20 | |

  30. Class III, Terms to Expire in 2026

    | | | | | | | 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. |

  31. Class III, Terms to Expire in 2026

    | 2025 RYAM PROXY STATEMENT | 21 |

  32. Class III, Terms to Expire in 2026

    | | | | | | | 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. |

  33. Class III, Terms to Expire in 2026

    | 22 | |

  34. Compensation Objectives

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

  35. Compensation Objectives

    | | 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; |

  36. Compensation Program Governance

    | 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 | |

  37. Role of the Independent Compensation Consultant

    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.

  38. Executive Compensation Competitive Market Information

    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:

  39. Executive Compensation Competitive Market Information

    | 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 |

  40. Executive Compensation Competitive Market Information

    | 34 | |

  41. Executive Compensation Competitive Market Information

    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 50th 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.

  42. Executive Compensation Competitive Market Information

    | 2025 RYAM PROXY STATEMENT | 35 |

  43. 2024 Components in General

    | 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. |

  44. 2024 Components in General

    | 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. |

  45. ANNUAL INCENTIVE PLAN

    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.

  46. Performance Measures

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

  47. Performance 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. |

  48. Performance Measures

    | • | 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. |

  49. Performance Measures

    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”:

  50. Performance Measures

    | • | Change in Working Capital during 2024, specifically: |

  51. Performance Measures

    | • | Change in Inventories |

  52. Performance Measures

    | • | Change in Accounts Receivable, net of rebates |

  53. Performance Measures

    | • | Change in Accounts Payable |

  54. Performance Measures

    | • | Custodial Capital Expenditures |

  55. Performance Measures

    | • | Interest Expense |

  56. Performance Measures

    | • | Other Miscellaneous Items |

  57. Performance Measures

    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

  58. Performance Measures

    | 38 | |

  59. Performance Measures

    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.

  60. Performance Measures

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

  61. Performance Measures

    | • | Safety, |

  62. Performance Measures

    | • | Sustainability, and |

  63. Performance Measures

    | • | Diversity. |

  64. Performance Measures

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

  65. Performance Measures

    | • | 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. |

  66. Target, Threshold and Maximum Performance Levels

    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.

  67. Payout Levels

    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.

  68. Payout Levels

    | 2025 RYAM PROXY STATEMENT | 39 |

  69. 2024 Achievements for Company Measures

    | 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% |

  70. Payout Determination

    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.

  71. Payout Determination

    | 40 | |

  72. Payout Determination

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

  73. Payout Determination

    | 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 Payout(1) ($) | | 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 |

  74. Payout Determination

    | (1) Rounded to nearest $1,000 |

  75. LONG-TERM INCENTIVES

    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.

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

    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:

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

    | 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 |

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

    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).

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

    | 2025 RYAM PROXY STATEMENT | 41 |

  80. Performance Measures

    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.

  81. Relative TSR

    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.

  82. Relative TSR

    | 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% |

  83. Relative TSR

    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 25th percentile. If the Company’s absolute TSR is negative for the performance period, the payout value for performance at or above the 75th percentile is capped at 100% of target, while performance exceeding the 75th 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.

  84. Target, Threshold and Maximum Performance Levels

    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.

  85. Long-Term Incentive Opportunities

    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:

  86. Long-Term Incentive Opportunities

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

  87. Long-Term Incentive Opportunities

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

  88. Long-Term Incentive Opportunities

    | • | time in role, skills and experience; and |

  89. Long-Term Incentive Opportunities

    | • | retention considerations. |

  90. 2024 Grants of PSUs, Long-Term Incentive Cash and RSUs

    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.

  91. 2024 Grants of PSUs, Long-Term Incentive Cash and RSUs

    | 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 |

  92. 2021 PSUs and Performance Cash

    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 %.

  93. 2021 PSUs and Performance Cash

    | 2025 RYAM PROXY STATEMENT | 43 |

  94. 2021 PSUs and Performance Cash

    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:

  95. 2021 PSUs and Performance Cash

    | 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 |

  96. 2021 PSUs and Performance Cash

    | (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. |

  97. Severance and Change in Control Benefits

    Severance and Change in Control Benefits

  98. 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 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

  99. Executive Severance Pay Plan - Change in Control

    | 44 | |

  100. Executive Severance Pay Plan - Change in Control

    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.

  101. 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.

  102. 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.

  103. Equity Granting Practices

    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.

  104. Summary Compensation Table

    Summary Compensation Table

  105. 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 |

  106. Summary Compensation Table

    | (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. |

  107. Summary Compensation Table

    | 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. |

  108. Summary Compensation Table

    | (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. |

  109. Summary Compensation Table

    | (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. |

  110. Summary Compensation Table

    | (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. |

  111. Summary Compensation Table

    | 2025 RYAM PROXY STATEMENT | 49 |

  112. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  113. 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 |

  114. Grants of Plan-Based Awards

    | (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%. |

  115. Grants of Plan-Based Awards

    | (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. |

  116. Grants of Plan-Based Awards

    | (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. |

  117. Grants of Plan-Based Awards

    | 2025 RYAM PROXY STATEMENT | 51 |

  118. Grants of Plan-Based Awards

    | (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. |

  119. Grants of Plan-Based Awards

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

  120. Grants of Plan-Based Awards

    | (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. |

  121. Grants of Plan-Based Awards

    | 52 | |

  122. Options Exercised and Stock Vested

    Options Exercised and Stock Vested

  123. 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 |

  124. Options Exercised and Stock Vested

    | (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. |

  125. Options Exercised and Stock Vested

    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.

  126. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  127. 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 |

  128. Nonqualified Deferred Compensation

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

  129. Nonqualified Deferred 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. |

  130. Nonqualified Deferred Compensation

    | 54 | |

  131. POTENTIAL Payments Upon Termination or a Change in Control

    POTENTIAL Payments Upon Termination or a Change in Control

  132. 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 | - |

  133. POTENTIAL Payments Upon Termination or a 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, 2024. Mr. Bloomquist is included in Tier I; Messrs. Moeltner, Hicks, Osborne, and Slaughter are included in Tier II. |

  134. POTENTIAL Payments Upon Termination or a 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, 2024. |

  135. POTENTIAL Payments Upon Termination or a Change in Control

    | 2025 RYAM PROXY STATEMENT | 55 |

  136. POTENTIAL Payments Upon Termination or a 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. |

  137. POTENTIAL Payments Upon Termination or a 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. |

  138. POTENTIAL Payments Upon Termination or a Change in Control

    | (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. |

  139. POTENTIAL Payments Upon Termination or a Change in Control

    | 56 | |

  140. 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:

  141. Pay Versus Performance

    | • | 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; |

  142. 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 |

  143. Pay Versus Performance

    | • | Graphs that describe: |

  144. Pay Versus Performance

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

  145. Pay Versus Performance

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

  146. Pay Versus Performance

    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:

  147. 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) |

  148. 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. |

  149. 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 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.

  150. Pay Versus Performance

    | • | Adjusted EBITDA |

  151. Pay Versus Performance

    | • | Relative TSR |

  152. Pay Versus Performance

    | • | Adjusted Operating Cash Flow |

  153. Pay Versus Performance

    | 2025 RYAM PROXY STATEMENT | 57 |

  154. Pay Versus Performance

    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.

  155. Pay Versus Performance

    | | 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 |

  156. Pay Versus Performance

    | (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. |

  157. 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: |

  158. Pay Versus Performance

    CEO Reconciliation Table:

  159. 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 ($) | CEO CAP ($) | | 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 |

  160. Pay Versus Performance

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

  161. Pay Versus Performance

    | 58 | |

  162. Pay Versus Performance

    Average Other NEOs:

  163. 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 | 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 |

  164. Pay Versus Performance

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

  165. 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 2024 Annual Report on Form 10-K. |

  166. Pay Versus Performance

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

  167. 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.

  168. Pay Versus Performance

    | 2025 RYAM PROXY STATEMENT | 59 |

  169. 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. 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.

  170. Pay Versus Performance

    | 60 | |

  171. CEO Pay Ratio

    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.

  172. CEO Pay Ratio

    | 2025 RYAM PROXY STATEMENT | 61 |

  173. 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 broker how to vote your stock on this proposal, no

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

    | 2025 RYAM PROXY STATEMENT | A-3 |

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

    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.

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

    | (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. |