DEF 14A of Rayonier Advanced Materials Inc., Mar 30, 2026

DEF 14A of Rayonier Advanced Materials Inc.

Filed Mar 30, 2026 · FY20250001140361-26-011995

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company provides a combination of cash and equity-based compensation to attract and retain qualified directors. In setting director compensation, the Board considers the significant time commitment and level of skill and experience required to fulfill Board and committee responsibilities. The Nominating Committee conducts an annual review of director compensation. This review includes benchmarking against a peer group of publicly traded companies and consideration of relevant market survey data. Frederick W. Cook & Co., Inc. (FW Cook), the Board’s independent compensation consultant, advises the Nominating Committee on peer group composition (which is the same peer group used for executive compensation benchmarking) and provides market data and analysis. Based on this review, the Nominating Committee makes a recommendation to the full Board, which retains final approval authority. Directors are also subject to minimum stock ownership and retention requirements, as described below under “Director Mandatory Stock Ownership and Retention Requirements.”

  2. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth compensation information for the fiscal year ended December 31, 2025, for all individuals who served on our Board at any time during the year.

  3. 2025 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | De Lyle W. Bloomquist(2) | - | - | - | - | | Eric M. Bowen | 85,000 | 65,059(3) | - | 150,059 | | Julie A. Dill | 100,000 | 65,059(3) | - | 165,059 | | Charles R. Eggert | 85,000 | 65,059(3) | - | 150,059 | | James F. Kirsch | 88,750(4) | 65,059(3) | - | 153,809 | | David C. Mariano | 85,000 | 65,059(3) | - | 150,059 | | Lisa M. Palumbo | 185,000 | 65,059(3) | - | 250,059 | | Ivona Smith | 100,000 | 65,059(3) | - | 165,059 | | Bryan D. Yokley | 105,000 | 65,059(3) | - | 170,059 |

  4. 2025 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 18 Incentive Stock Plans included in the notes to consolidated financial statements in the Annual Report. |

  5. 2025 Director Compensation Table

    | (2) 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 2025. |

  6. 2025 Director Compensation Table

    | (3) On May 14, 2025, each non-management director was granted an RSU award with a target value of $115,000. The number of RSUs granted was determined using a nominal reference price of $7.00 per share, resulting in 16,429 RSUs after rounding (as the Company does not issue fractional shares or units for director equity awards), which produced an aggregate notional value of approximately $115,003. The amount reported in the “Stock Awards ($)” column reflects the grant-date fair value of the RSUs based on the closing price of the Company’s common stock on May 14, 2025 ($3.96 per share). The aggregate number of RSUs outstanding as of December 31, 2025 for each of Ms. Dill, Ms. Palumbo, Ms. Smith and Messrs. Bowen, Eggert, Kirsch, Mariano and Yokley was 16,429. |

  7. 2025 Director Compensation Table

    | (4) Mr. Kirsch received the standard quarterly director retainer of $21,250 for each quarter of 2025. He also received a quarterly retainer for serving as Chair of the Finance and Strategic Planning Committee for the first quarter of 2025. Effective May 14, 2025, the Finance and Strategic Planning Committee was dissolved, and accordingly Mr. Kirsch did not receive a committee chair retainer for the remainder of 2025. |

  8. 2025 Director Compensation Table

    | 10 | |

  9. THREE NOMINEES FOR ELECTION TO THE BOARD OF

    THREE NOMINEES FOR ELECTION TO THE BOARD OF

  10. DIRECTORS

    DIRECTORS

  11. Class III, Terms to Expire in 2029, if Re-elected

    Class III, Terms to Expire in 2029, if Re-elected

  12. Class III, Terms to Expire in 2029, if Re-elected

    | | | | | | | CHARLES R. EGGERT | AGE: 72 | 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. |

  13. Class III, Terms to Expire in 2029, if Re-elected

    | 2026 RYAM PROXY STATEMENT | 15 |

  14. Class III, Terms to Expire in 2029, if Re-elected

    | | | | | | | DAVID C. MARIANO | AGE: 63 | 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 1.38% of its Common Stock, Mr. Mariano’s perspective aligns closely with the interests of our stockholders. |

  15. Class III, Terms to Expire in 2029, if Re-elected

    | 16 | |

  16. Class III, Terms to Expire in 2029, if Re-elected

    | | | | | | | SCOTT M. SUTTON | AGE: 61 | DIRECTOR SINCE: 2026 | | | Mr. Sutton has served as President and Chief Executive Officer of the Company since January 5, 2026. He previously served as Chairman, President, and Chief Executive Officer of Olin Corporation from August 2020 to March 2024 and as a director from 2018 to 2024. Prior to that, Mr. Sutton served as President and Chief Executive Officer and a director of Prince International Corporation from December 2019 to July 2020 and held senior executive roles at Celanese Corporation from 2013 to 2019, including Chief Operating Officer and Executive Vice President, with responsibility for global operations, supply chain, mergers and acquisitions, and research and development. Earlier in his career, Mr. Sutton served as President of Chemtura AgroSolutions and held various senior leadership roles over an 18-year period at Albemarle Corporation, including international and regional management positions. Mr. Sutton has served as a director of OPAL Fuels Inc. since November 2025 and previously served as a director of Celanese Corporation from 2024 to 2025. Mr. Sutton holds a Bachelor of Science degree in Civil Engineering from Louisiana State University, is a licensed Professional Engineer, and has completed executive and director education programs at Northwestern University’s Kellogg School of Management, the University of Chicago, and the National Association of Corporate Directors | | EXPERIENCE: Mr. Sutton brings more than 30 years of global executive leadership experience in the specialty chemicals and advanced materials industries, including prior service as a public company CEO, providing the Board with substantial operational, strategic, and capital allocation expertise. He has led complex organizations through transformational change, operational improvement initiatives, and disciplined capital deployment. His experience overseeing global operations, mergers and acquisitions, research and development, and international commercial activities, together with his background as a licensed Professional Engineer, positions him well to contribute to the Board’s oversight of the Company’s strategy, operations, and long-term growth initiatives. |

  17. Class III, Terms to Expire in 2029, if Re-elected

    | 2026 RYAM PROXY STATEMENT | 17 |

  18. BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

    BIOGRAPHICAL AND QUALIFICATIONS INFORMATION OF OTHER DIRECTORS

  19. Class I, Terms to Expire in 2027

    Class I, Terms to Expire in 2027

  20. Class I, Terms to Expire in 2027

    | | | | | | | ERIC M. BOWEN | AGE: 54 | DIRECTOR SINCE: 2024 | | | Mr. Bowen currently serves as the Executive Vice President, Strategy and Business Development of Terviva, Inc., a private California company focused on developing a novel tree crop for biofuel, feed, and food markets. Mr. Bowen started in that role in August of 2025. Prior to August 2025, Mr. Bowen served as a consultant to Terviva and served on the Terviva Advisory Board from November 2022 until August 2025. Prior to Terviva, 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. |

  21. Class I, Terms to Expire in 2027

    | 18 | |

  22. Class I, Terms to Expire in 2027

    | | | | | | | JULIE A. DILL | AGE: 66 | 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. |

  23. Class I, Terms to Expire in 2027

    | 2026 RYAM PROXY STATEMENT | 19 |

  24. Class I, Terms to Expire in 2027

    | | | | | | | JAMES F. KIRSCH | AGE: 68 | 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. |

  25. Class I, Terms to Expire in 2027

    | 20 | |

  26. Class II, Terms to Expire in 2028

    Class II, Terms to Expire in 2028

  27. Class II, Terms to Expire in 2028

    | | | | | | | LISA M. PALUMBO | AGE: 68 | 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. |

  28. Class II, Terms to Expire in 2028

    | 2026 RYAM PROXY STATEMENT | 21 |

  29. Class II, Terms to Expire in 2028

    | | | | | | | IVONA SMITH | AGE: 56 | 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. |

  30. Class II, Terms to Expire in 2028

    | 22 | |

  31. Class II, Terms to Expire in 2028

    | | | | | | | BRYAN D. YOKLEY | AGE: 64 | 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 2001, 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. |

  32. Class II, Terms to Expire in 2028

    | 2026 RYAM PROXY STATEMENT | 23 |

  33. Compensation Objectives

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

  34. 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; |

  35. Business and Financial Highlights

    | | Adjusted EBITDA declined 40% to $133 million, contributing to negative Adjusted Free Cash Flow for 2025 – no bonuses paid on these objectives |

  36. Business and Financial Highlights

    | | Total shareholder return (TSR) of 35% for the long-term incentive period ending in 2025 (March 2022 through February 2025) |

  37. 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 | |

  38. 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 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.

  39. 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 2025 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, the paper products and aluminum industries and fertilizers and agricultural chemicals industries, with revenue in the range of one-third to three times the Company’s revenue. The criteria also included a workforce approximately one half to two times that of the Company, and global scale. The Compensation Committee has maintained a fairly consistent compensation comparison peer group, which it believes is helpful in connection with executive compensation decision-making.

  40. Executive Compensation Competitive Market Information

    | 2026 RYAM PROXY STATEMENT | 35 |

  41. Executive Compensation Competitive Market Information

    Based on these criteria and considerations, there were no changes to the peer group from the one used in the prior year. Our comparators consist of the following 14 companies:

  42. 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 |

  43. Executive Compensation Competitive Market Information

    In addition to the compensation comparison peer group data, the Compensation Committee also referenced broad market survey data. The Compensation Committee determined that the appropriate market reference continued to be the 50th percentile. The market data is 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 2025 compensation of the NEOs. Consistent with best practices for corporate governance, the Compensation Committee will review the peer group annually.

  44. Executive Compensation Competitive Market Information

    | 36 | |

  45. 2025 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, including: Adjusted EBITDA, adjusted operating cash flow; strategic objectives; and individual goals All 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 determined based on actual financial results, non-financial objectives, and individual goals specific to each NEO. |

  46. 2025 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 2025 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 the same objectives as the 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. |

  47. 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.

  48. ANNUAL INCENTIVE PLAN

    | NEO | 2025 Target Level Opportunity (as % of Applicable Base Salary) | | De Lyle W. Bloomquist | 100% | | Marcus J. Moeltner | 70% | | Joshua C. Hicks | 70% | | R. Colby Slaughter | 60% | | Michael D. Osborne | 60% |

  49. 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:

  50. Performance Measures

    | • | Adjusted EBITDA (weighted 50%). The Compensation Committee again selected Adjusted EBITDA as a key measure of the Company’s profitability. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for unusual and infrequent items not representative of core operations. See Appendix F for a reconciliation of non-GAAP information. |

  51. 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. |

  52. 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”:

  53. Performance Measures

    | • | Change in Working Capital during 2025, specifically: |

  54. Performance Measures

    | • | Change in Inventories |

  55. Performance Measures

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

  56. Performance Measures

    | • | Change in Accounts Payable |

  57. Performance Measures

    | • | Custodial Capital Expenditures |

  58. Performance Measures

    | • | Interest Expense |

  59. Performance Measures

    | • | Other Miscellaneous Items |

  60. 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 operations. Our management uses these non-GAAP financial measures to compare our performance to that of

  61. Performance Measures

    | 2026 RYAM PROXY STATEMENT | 39 |

  62. Performance Measures

    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.

  63. Performance Measures

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

  64. Performance Measures

    | • | Safety, |

  65. Performance Measures

    | • | Sustainability, and |

  66. Performance Measures

    | • | Employee Engagement |

  67. 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.

  68. 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, capital allocation and management, reduction of earnings volatility, future pricing negotiations and preparation for potential acquisition or divestiture activities. |

  69. 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 2025 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 2025 target for Adjusted EBITDA at $225.0 million and established the target for Adjusted Operating Cash Flow at $48.9 million. The 2025 Operating Cash Flow objective was established below the 2024 target and 2024 actual result to reflect the unusual, extraordinary level of cash generation achieved in 2024, which exceeded the maximum performance range by a substantial margin. The 2024 results benefited from several non-recurring factors, including certain one-time operational benefits and favorable adjusted working capital and other receivables. The 2025 target was therefore calibrated to represent a more normalized level of expected performance consistent with sustainable cash generation, while continuing to require strong execution and disciplined cash management to achieve target performance. Having set the targets, the Compensation Committee also set the threshold and maximum performance levels for the two financial metrics. For 2025, the Compensation Committee set thresholds at what it believed to be a high level of performance of 80% of the target for Adjusted EBITDA and 70% of the target for Adjusted Operating Cash Flow. 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.

  70. 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

  71. Payout Levels

    | 40 | |

  72. Payout Levels

    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.

  73. 2025 Achievements for Company Measures

    2025 Achievements for Company Measures The table below sets forth the Company’s achievement against the 2025 performance targets. We did not reach the threshold Adjusted EBITDA level or the threshold Adjusted Operating Cash Flow level and, therefore, there was 0% funding of the annual incentive plan payouts for 2025. With respect to the strategic objectives, in 2025, the Company successfully accomplished all three goals: Safety - reduced workplace risk and strengthened safety culture by consistently executing leading safety programs and standardized risk-prevention practices across all sites; Sustainability - ensured regulatory compliance and enhanced ESG performance by implementing required systems and prioritizing high-impact, strategy-aligned sustainability initiatives; and Employee Engagement - embedded processes and leadership practices to improve collaboration, engagement, and retention across the organization.

  74. 2025 Achievements for Company Measures

    | Performance Metric | Weighting | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ inmillions) | Actual Result ($ in millions) | Achievement Rating (%) | WEIGHTED PAYOUT (%) | | Adjusted EBITDA | 50% | 180.0 | 225.0 | 270.0 | 132.9 | 0% | 0% | | Adjusted Operating Cash Flow | 20% | 34.3 | 48.9 | 63.6 | (56.4) | 0% | 0% | | Payout Percentage (as a % of target payout) | | 30% | 100% | 200% | | | | | Strategic Objectives: Safety, Sustainability, Employee Engagement | 15% | Achieve 1 | Achieve 2 | Achieve 3 | Achieve 3 | 200% | 30% | | Payout Percentage (as a % of target payout) | | 50% | 100% | 200% | | | | | Aggregate Weighted Metric Payout Percentage | | | | | | | 30% |

  75. INDIVIDUAL OBJECTIVES

    INDIVIDUAL OBJECTIVES The remaining 15% of the measures were individual performance measures established by the Compensation Committee. These goals focused on the implementation of strategies to mitigate risk, minimize tariff exposure, prepare the Company for future growth initiatives, and enhance forecasting capabilities. These measures included components specific to the nature of each executive officer’s position and area of responsibility. The Committee established measures that it viewed as rigorous and challenging, requiring significant effort to achieve. Based on a review of the achievements associated with the individual objectives the Compensation Committee determined that each individual had accomplished all stretch goals. This equated to achievement at the 200% level, for a weighted payout for the individual component of 30% of target for each of Mr. Bloomquist, Mr. Osborne, Mr. Moeltner and Mr. Slaughter. (Mr. Hicks departed before the payout date and did not receive a bonus payout.) In early 2026, the Compensation Committee, with the assistance of its independent compensation consultant, determined to increase the enterprise-wide nature of the 2026 annual incentive plan by increasing the weighting of the financial performance metrics and removing the non-financial strategic objectives and the individual component. The Committee intends this change, in part, to heighten the focus of the CEO and NEOs on overall Company financial performance, which is what investors and analysts use in their analysis, and to motivate the leadership team to work together to accomplish the enterprise financial goals.

  76. 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 2025 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. The total payout for each NEO for 2025 is reflected in the table below.

  77. 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 | 30% | 30% | 60% | 600,000 | | Marcus J. Moeltner | 520,000 | 70 | 364,000 | 30% | 30% | 60% | 218,000 | | Joshua C. Hicks | 535,000 | 70 | 374,500 | 30% | NA | NA | NA(2) | | R. Colby Slaughter | 420,000 | 60 | 252,000 | 30% | 30% | 60% | 151,000 | | Michael D. Osborne | 435,000 | 60 | 261,000 | 30% | 30% | 60% | 157,000 |

  78. Payout Determination

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

  79. Payout Determination

    | (2) Mr. Hicks departed from the Company effective January 11, 2026 and did not receive a payout. |

  80. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The third and largest component of the executive compensation program is long-term incentives. 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. These 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.

  81. LONG-TERM INCENTIVES

    | EQUITY VEHICLE | 2025 ALLOCATION | VESTING PERIOD | HOW VALUE IS DELIVERED | PURPOSE | | PSUs | CEO: 65% Other NEOs: 35% | 3-year cliff | 3-year relative TSR (50%) 3-year 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 |

  82. LONG-TERM INCENTIVES

    | 42 | |

  83. 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 2025 is shown below:

  84. Performance Measures

    Performance Measures The PSUs and the long-term incentive cash have two metrics, both measured over the 2025 to 2028 three-year performance period: Relative TSR (50%) and Cumulative Adjusted EBITDA (50%). These measures were selected for the purposes described in the table above.

  85. Relative TSR

    Relative TSR For the three-year performance period, beginning March 3, 2025 and ending February 29, 2028, 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.

  86. 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% |

  87. 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 below 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.

  88. 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.

  89. Long-Term Incentive Opportunities

    Long-Term Incentive Opportunities The Compensation Committee established long-term incentive opportunities for each of the NEOs in December 2024 for the program year 2025 (2025 to 2028 three-year performance period), considering the following:

  90. 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; |

  91. Long-Term Incentive Opportunities

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

  92. Long-Term Incentive Opportunities

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

  93. Long-Term Incentive Opportunities

    | • | retention considerations. |

  94. 2025 Grants of PSUs, Long-Term Incentive Cash and RSUs

    2025 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.

  95. 2025 Grants of PSUs, Long-Term Incentive Cash and RSUs

    | NEO | Target Value ($) | PSUs ($) | LONG-TERM INCENTIVE Cash ($) | RSUs ($) | | De Lyle W. Bloomquist | 3,200,000 | 2,080,000 | 1,120,000 | 0 | | Marcus J. Moeltner | 850,000 | 297,500 | 297,500 | 255,000 | | Joshua C. Hicks | 800,000 | 280,000 | 280,000 | 240,000 | | R. Colby Slaughter | 450,000 | 157,500 | 157,500 | 135,000 | | Michael D. Osborne | 450,000 | 157,500 | 157,500 | 135,000 |

  96. 2022 PSUs and Performance Cash, and LPUs

    2022 PSUs and Performance Cash, and LPUs In 2022, the Compensation Committee granted PSUs and performance cash incentives with performance-based vesting requirements for the three-year performance period of March 1, 2022, to February 28, 2025. For the PSUs and performance cash, there were two financial performance measures, relative TSR and Cumulative Adjusted EBITDA. In 2022, the Compensation Committee also added a one-time program of Leveraged Performance Units (LPUs). The performance measure for the LPUs was absolute stock price achievement using a predetermined share price hurdle. For the PSUs and performance cash incentives, the two Company financial performance measures, relative TSR and Cumulative Adjusted EBITDA, each of which was weighted 50%, are measured over the three-year performance period. The Compensation Committee then determined the Company’s performance achievement for the three-year period.

  97. 2022 PSUs and Performance Cash, and LPUs

    | 44 | |

  98. 2022 PSUs and Performance Cash, and LPUs

    For the relative TSR component, the actual number of PSUs earned is based on the percentile rank of the Company’s TSR relative to the TSRs of the companies in the TSR peer group, as described in the following table.

  99. 2022 PSUs and Performance Cash, and LPUs

    | 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% |

  100. 2022 PSUs and Performance Cash, and LPUs

    The Company’s TSR during the performance period ended was 34.7%, which ranked at the 77th percentile as compared to the peer group. The corresponding earned percentage for this achievement is 200%. For the Cumulative Adjusted EBITDA component, the actual number of PSUs earned was based on performance relative to the performance curve, as described in the following table.

  101. 2022 PSUs and Performance Cash, and LPUs

    | | THRESHOLD | TARGET | MAXIMUM | | Cumulative Adjusted EBITDA Payout Range(1) | 30% | 100% | 200% |

  102. 2022 PSUs and Performance Cash, and LPUs

    | (1) Adjusted Cumulative EBITDA excludes certain 2022 costs related to the announced retirement of the CEO |

  103. 2022 PSUs and Performance Cash, and LPUs

    The Company’s Cumulative Adjusted EBITDA during the performance period ended at the end of 2024 was $545 million. The corresponding earned percentage for this achievement is 44.3%. For the LPUs, the actual number of LPUs earned was based on share price growth from the “grant date share price” compared against the “measurement date share price” determined based on the average of the closing market price of RYAM stock on the last 20 trading days of the three-year measurement period. The specific objectives and payout ranges were as follows:

  104. 2022 PSUs and Performance Cash, and LPUs

    | PERFORMANCE REQUIREMENT | STOCK PRICE GROWTH FROM GRANT | PERCENTAGE OF LPUS TARGET EARNED | | Threshold | 10% | 50% | | Target | 25% | 100% | | Maximum | 100% | 250% |

  105. 2022 PSUs and Performance Cash, and LPUs

    Results were interpolated between threshold and target, and target and maximum. Any result lower than 10% stock price growth would have resulted in no payout. The Company’s stock price growth from grant to the end of the measurement period was 24.4%. Based on this performance, 98.3% of the LPUs were earned. Based on the foregoing performance achievement for the three metrics, the Compensation Committee determined that the 2022 PSUs and LPUs were earned as follows (Performance Cash was earned at the same earned percentage as the PSUs and amounts received are included in the table below):

  106. 2022 PSUs and Performance Cash, and LPUs

    | NEO(1) | Target Relative TSR PSUs (#) | Earned Relative TSR PSUs (#) | Target Cumulative Adjusted EBITDA PSUs (#) | Earned Cumulative Adjusted EBITDA PSUs (#) | Target Leveraged Performance Units (#) | Earned Leveraged performance units (#) | | De Lyle W. Bloomquist(2) | 54,254 | 108,508 | 117,925 | 52,241 | 83,753 | 82,330 | | Marcus J. Moeltner | 18,447 | 36,894 | 40,095 | 17,763 | 28,476 | 27,992 | | Joshua C. Hicks(3) | 18,230 | 36,460 | 39,623 | 17,553 | NA(3) | NA | | R. Colby Slaughter | 6,511 | 13,022 | 14,151 | 6,269 | 10,051 | 9,881 |

  107. 2022 PSUs and Performance Cash, and LPUs

    | (1) Mr. Osborne was not an employee of the Company in 2022. As such, he did not receive fiscal 2022 PSU, Performance Cash, or LPU grants. |

  108. 2022 PSUs and Performance Cash, and LPUs

    | (2) Mr. Bloomquist was appointed as the CEO in 2022 and received PSU grants in two installments, one in May 2022 (54,254 PSUs) and one in July 2022 (117,925 PSUs). |

  109. 2022 PSUs and Performance Cash, and LPUs

    | (3) Mr. Hicks received LPUs in 2022 as part of his initial offer. These LPUs had a performance period that concluded on December 6, 2024 and the payout of these units was disclosed in last year’s proxy. |

  110. 2022 PSUs and Performance Cash, and LPUs

    | 2026 RYAM PROXY STATEMENT | 45 |

  111. Severance and Change in Control Benefits

    Severance and Change in Control Benefits

  112. 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 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

  113. Executive Severance Pay Plan - Change in Control

    | 46 | |

  114. Executive Severance Pay Plan - Change in Control

    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.

  115. 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.

  116. 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.

  117. 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.

  118. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  119. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | De Lyle Bloomquist Former President and Chief Executive Officer(4) | 2025 | 1,000,000 | - | 2,649,975 | - | 1,363,438 | | 125,160 | 5,138,573 | | | 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 | | Marcus J. Moeltner Chief Financial Officer and Senior Vice President, Finance | 2025 | 520,000 | - | 634,040 | - | 477,569 | | 56,823 | 1,688,432 | | | 2024 | 495,000 | - | 272,825 | - | 533,000 | - | 82,730 | 1,383,555 | | | 2023 | 495,000 | - | 537,064 | - | 236,000 | - | 26,650 | 1,294,714 | | Joshua C. Hicks Former Senior Vice President, High Purity Cellulose(5) | 2025 | 535,000 | - | 596,732 | - | 256,515 | | 62,970 | 1,451,217 | | | 2024 | 495,000 | - | 272,825 | - | 533,000 | - | 76,906 | 1,377,731 | | | 2023 | 475,000 | - | 537,064 | - | 276,000 | - | 24,375 | 1,312,439 | | R. Colby Slaughter Senior Vice President, General Counsel and Corporate Secretary | 2025 | 420,000 | - | 335,677 | - | 242,613 | | 44,513 | 1,042,803 | | | 2024 | 400,000 | - | 175,389 | - | 369,000 | - | 62,476 | 1,006,865 | | | 2023 | 400,000 | - | 345,272 | - | 199,000 | - | 15,524 | 959,796 | | Michael Osborne Vice President, Manufacturing Operations | 2025 | 435,000 | - | 335,677 | - | 157,000 | | 45,826 | 973,503 | | | 2024 | 400,000 | - | 175,389 | - | 333,000 | - | 52,422 | 960,811 | | | 2023 | 273,438 | - | 424,815 | - | 112,000 | - | 131,263 | 941,516 |

  120. 2025 Summary Compensation Table

    | (1) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718 for PSU awards granted in 2025 using a Monte Carlo simulation valuation model, and excluding the effect of estimated forfeitures. A discussion of the assumptions used in calculating these values for 2025 may be found in Note 18 Incentive Stock Plans included in the notes to the consolidated financial statements in our Annual Report. Amounts reflect the values of these grants for accounting purposes and do not necessarily correspond to the actual values that may be realized by our NEOs. The PSU awards may 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. See the Equity Incentive Program section of the CD&A for additional information. |

  121. 2025 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 grant date fair values of the PSUs granted in 2025, assuming at such grant date the maximum payment (200% of target in the case of 2025 PSUs), would have been as follows: Mr. Bloomquist, $4,160,002; Mr. Moeltner, $595,025; Mr. Hicks, $560,006; Mr. Slaughter $315,022; and Mr. Osborne, $315,022. |

  122. 2025 Summary Compensation Table

    | For RSUs, the grant date fair value is computed based on the fair market value of a share on the grant date, less the net present value of dividends, as relevant. |

  123. 2025 Summary Compensation Table

    | (2) Amounts under the Non-Equity Incentive Plan Compensation column represent the sum of (a) the annual cash incentive payouts under our 2025 Annual Cash Incentive Program and (b) the amounts earned under our 2022 Performance Cash program for the performance period ended in 2025. Payments pursuant to the annual incentive plan are generally made early in the year following the year in which they are earned. The amounts received in respect of (a) and (b) were as follows: |

  124. 2025 Summary Compensation Table

    | | 2025 Annual Incentive | 2022 Cash PSU | Amount Reported Above | | De Lyle Bloomquist | 600,000 | 763,438 | 1,363,438 | | Marcus J. Moeltner | 218,000 | 259,569 | 477,569 | | Joshua C. Hicks | - | 256,515 | 256,515 | | R. Colby Slaughter | 151,000 | 91,613 | 242,613 | | Michael Osborne | 157,000 | NA | 157,000 |

  125. 2025 Summary Compensation Table

    | (3) The All Other Compensation column in the 2025 Summary Compensation Table above includes the following: financial planning and tax services, 401(k) retirement contributions, Excess Savings Plans, executive physicals, and other miscellaneous items, as set forth in more detail below. |

  126. 2025 Summary Compensation Table

    | 2026 RYAM PROXY STATEMENT | 51 |

  127. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  128. 2025 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 Bloomquist | | | | | | | | | | | | Annual Incentive Plan | | | 60,000 | 1,000,000 | 2,000,000 | | | | | | | Performance Cash Units | 3/1/2025 | 2/11/2025 | 336,000 | 1,120,000 | 2,240,000 | | | | | | | Performance Share Units | 3/1/2025 | 2/11/2025 | | | | 81,039 | 270,130 | 540,260 | | 2,649,975 | | Marcus J. Moeltner | | | | | | | | | | | | Annual Incentive Plan | | | 21,840 | 364,000 | 728,000 | | | | | | | Performance Cash Units | 3/1/2025 | 2/11/2025 | 89,250 | 297,500 | 595,000 | | | | | | | Performance Share Units | 3/1/2025 | 2/11/2025 | | | | 11,591 | 38,638 | 77,276 | | 379,039 | | Restricted Stock Units | 3/1/2025 | 2/11/2025 | | | | | | | 33,117 | 255,001 | | Joshua C. Hicks | | | | | | | | | | | | Annual Incentive Plan | | | 22,470 | 374,500 | 749,000 | | | | | | | Performance Cash Units | 3/1/2025 | 2/11/2025 | 84,000 | 280,000 | 560,000 | | | | | | | Performance Share Units | 3/1/2025 | 2/11/2025 | | | | 10,909 | 36,364 | 72,728 | | 356,731 | | Restricted Stock Units | 3/1/2025 | 2/11/2025 | | | | | | | 31,169 | 240,001 | | R. Colby Slaughter | | | | | | | | | | | | Annual Incentive Plan | | | 15,120 | 252,000 | 504,000 | | | | | | | Performance Cash Units | 3/1/2025 | 2/11/2025 | 47,250 | 157,500 | 315,000 | | | | | | | Performance Share Units | 3/1/2025 | 2/11/2025 | | | | 6,137 | 20,456 | 40,912 | | 200,673 | | Restricted Stock Units | 3/1/2025 | 2/11/2025 | | | | | | | 17,533 | 135,004 | | Michael Osborne | | | | | | | | | | | | Annual Incentive Plan | | | 15,660 | 261,000 | 522,000 | | | | | | | Performance Cash Units | 3/1/2025 | 2/11/2025 | 47,250 | 157,500 | 315,000 | | | | | | | Performance Share Units | 3/1/2025 | 2/11/2025 | | | | 6,137 | 20,456 | 40,912 | | 200,673 | | Restricted Stock Units | 3/1/2025 | 2/11/2025 | | | | | | | 17,533 | 135,004 |

  129. 2025 Grants of Plan-Based Awards

    | (1) 2025 Equity Incentive Program grants were approved February 11, 2025 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 February 28, 2025, the last trading day before the award date of March 1, 2025, which was $7.70 per share. |

  130. 2025 Grants of Plan-Based Awards

    | (2) For the Annual Incentive Plan, reflects the range of potential cash incentive payouts under the 2025 Annual Cash Incentive Program. Awards can range from zero to 200% of the target cash incentive award. See the Annual Incentive Program section of the CD&A for more information. The actual amount earned by each NEO for 2025 is reflected in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. Linear interpolation is used to determine the applicable payout amount between threshold and target and between target and maximum. |

  131. 2025 Grants of Plan-Based Awards

    | (3) For Performance Cash Units, reflects potential future payments under performance cash unit awards approved February 11, 2025 as a part of the 2025 long-term incentives; the grant date reflects the date on which the Compensation Committee approved the applicable performance measures. 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. |

  132. 2025 Grants of Plan-Based Awards

    | (4) The amounts disclosed in these columns reflect the threshold, target and maximum number of PSUs that could be earned. Payouts can range from zero to 200% of the target units for PSUs. The PSUs generally vest following certification of performance by the Compensation Committee after the third anniversary of the grant date. See the Long-Term Incentives section of the CD&A for additional information. |

  133. 2025 Grants of Plan-Based Awards

    | (5) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2025. The RSUs generally vest on the third anniversary of the grant date 2025. |

  134. 2025 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 valuation 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 18 Incentive Stock Plans included in the notes to the consolidated financial statements in our Annual Report. For RSUs, the grant date fair value is computed based on the fair market value of a share on the grant date, less the net present value of dividends, as relevant. No options were granted to the NEOs in 2025. |

  135. 2025 Grants of Plan-Based Awards

    | 2026 RYAM PROXY STATEMENT | 53 |

  136. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested

  137. 2025 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | De Lyle Bloomquist | - | - | 373,288 | 2,874,318 | | Marcus J. Moeltner | - | - | 126,920 | 977,284 | | Joshua C. Hicks | - | - | 85,263 | 656,525 | | R. Colby Slaughter | - | - | 44,797 | 344,937 | | Michael Osborne | - | - | 26,270 | 125,045 |

  138. 2025 Options Exercised and Stock Vested

    | (1) The amounts shown in this column represent the number of PSUs and RSUs that vested for each NEO during 2025. |

  139. 2025 Options Exercised and Stock Vested

    | (2) The amounts shown in this column reflect the value realized upon vesting of the PSUs and RSUs for each NEO, as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award on the vesting date. |

  140. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  141. 2025 Nonqualified Deferred Compensation

    | 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 | 240,280 | 87,230 | 28,905 | 0 | 711,787 | | Marcus J. Moeltner | 6,850 | 27,890 | 10,128 | 0 | 222,847 | | Marcus J. Moeltner(3) | | | 11,851 | | 212,143 | | Joshua Hicks | 19,300 | 31,190 | 5,298 | 16,763 | 143,960 | | R. Colby Slaughter | 10,100 | 15,970 | 5,900 | 0 | 134,969 | | Michael Osborne | 73,940 | 15,940 | 5,188 | | 141,661 |

  142. 2025 Nonqualified Deferred Compensation

    | (1) The amounts listed in this column are reported as compensation in the 2025 Summary Compensation Table. |

  143. 2025 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, $262,318; Mr. Moeltner, $161,138; Mr. Hicks, $99,986; Mr. Osborne, $13,720; and Mr. Slaughter, $39,407. |

  144. 2025 Nonqualified Deferred Compensation

    | The balances for Mr. Moeltner and Mr. Slaughter are fully vested. For the other NEOs listed, the vested balances are: Mr. Bloomquist, $612,871; Mr. Hicks, $126,229; and Mr. Osborne, $124,340. The unvested amounts vest immediately upon death, disability or change in control. Any unpaid, vested balances are payable following separation. |

  145. 2025 Nonqualified Deferred Compensation

    | (3) In addition to the nonqualified deferred compensation plan, Mr. Moeltner is a participant in a frozen DC SERP plan, the balance of which will be distributed upon termination of employment. |

  146. 2025 Nonqualified Deferred Compensation

    | 2026 RYAM PROXY STATEMENT | 55 |

  147. POTENTIAL Payments Upon Termination or a Change in Control

    POTENTIAL Payments Upon Termination or a Change in Control

  148. 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 | 2,600,000 | - | 33,333 | 809,908 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 3,000,000 | 4,761,000 | 318,000 | 61,451 | 6,158,213 | - | | Marcus J. Moeltner | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 780,000 | 764,000 | - | 51,379 | 209,977 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,560,000 | 1,817,000 | 148,500 | 81,386 | 1,525,491 | - | | Joshua C. Hicks | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 802,500 | 561,750 | - | 55,622 | 209,977 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,605,000 | 1,599,000 | 146,055 | 89,598 | 1,268,937 | - | | Colby Slaughter | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 630,000 | 529,000 | - | 55,346 | 134,988 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 1,260,000 | 1,258,000 | 115,410 | 89,064 | 898,994 | - | | Michael Osborne | | | | | | | | Voluntary Termination | - | - | - | - | - | - | | Terminated for cause | - | - | - | - | - | - | | Retirement | - | - | - | - | - | - | | Involuntary termination(1) | 435,000 | 418,000 | - | 55,346 | 104,989 | - | | Change in Control | - | - | - | - | - | - | | Involuntary or voluntary termination for good reason after change in control(2) | 870,000 | 823,000 | 81,270 | 73,358 | 853,358 | |

  149. 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 current year earned incentive as of December 31, 2025. Mr. Bloomquist is included in Tier I; Messrs. Moeltner, Hicks, and Slaughter are included in Tier II; and Mr. Osborne, is included in Tier III. |

  150. POTENTIAL Payments Upon Termination or a Change in Control

    | 56 | |

  151. 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, 2025. |

  152. 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. |

  153. 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. |

  154. POTENTIAL Payments Upon Termination or a Change in Control

    | (5) PSU and RSU awards were valued using the closing market price of our Common Stock on December 31, 2025, which was $5.89. Under the CIC Severance Plan, outstanding PSUs for which the performance period is not more that 50% complete will vest at the target level upon a change in control. Outstanding PSUs 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 are reflected based on their respective estimated payout levels as of December 31, 2025. |

  155. POTENTIAL Payments Upon Termination or a Change in Control

    | 2026 RYAM PROXY STATEMENT | 57 |

  156. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  157. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Summary Compensation Table Total for Third PEO(1) ($) | Compensation Actually Paid to First PEO(1),(2),(3) ($) | Compensation Actually Paid to Second PEO(1),(2),(3) ($) | Compensation Actually Paid to Third PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Adjusted EBITDA ($ Millions)(5) | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | - | - | 5,138,573 | - | - | 918,075 | 1,288,989 | 632,264 | 90.34 | 138.87 | (420) | 133 | | 2024 | - | - | 3,669,650 | - | - | 8,177,479 | 1,182,241 | 2,129,782 | 126.53 | 125.63 | (39) | 222 | | 2023 | - | - | 3,732,138 | - | - | (1,199,645) | 1,127,116 | (247,468) | 62.12 | 125.68 | (102) | 139 | | 2022 | - | 7,992,927 | 3,164,731 | - | 5,047,378 | 6,344,838 | 1,641,145 | 2,800,039 | 147.24 | 111.67 | (15) | 177 | | 2021 | 5,665,507 | - | - | 3,806,923 | - | - | 1,336,480 | 926,166 | 87.58 | 127.28 | 66 | 127 |

  158. PAY VERSUS PERFORMANCE

    | (1) Paul Boynton served as First PEO until December 31, 2021. Vito Consiglio served as Second PEO until May 31, 2022. De Lyle W. Bloomquist served as Third PEO from May 31, 2022 to January 5, 2026. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  159. PAY VERSUS PERFORMANCE

    | 2021 - 2022 | 2023 - 2025 | | Marcus J. Moeltner | Marcus J. Moeltner | | Joshua C. Hicks | Joshua C. Hicks | | William Manzer | Michael D. Osborne | | James Posze | R. Colby Slaughter |

  160. PAY VERSUS PERFORMANCE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  161. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the respective PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  162. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Third PEO ($) | Exclusion of Stock Awards for Third PEO ($) | Inclusion of Equity Values for Third PEO ($) | Compensation Actually Paid to Third PEO ($) | | 2025 | 5,138,573 | (2,649,975) | (1,570,523) | 918,075 |

  163. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,288,989 | (475,532) | (181,193) | 632,264 |

  164. PAY VERSUS PERFORMANCE

    | 58 | |

  165. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  166. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Third PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Third PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Third PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Third PEO ($) | Total - Inclusion of Equity Values for Third PEO ($) | | 2025 | 844,166 | (2,065,331) | - | (349,358) | - | - | (1,570,523) |

  167. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 236,855 | (350,827) | - | (67,221) | - | - | (181,193) |

  168. PAY VERSUS PERFORMANCE

    | (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Materials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 500 Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  169. PAY VERSUS PERFORMANCE

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. |

  170. PAY VERSUS PERFORMANCE

    | 2026 RYAM PROXY STATEMENT | 59 |

  171. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the S&P 500 Materials Index.

  172. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  173. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 60 | |

  174. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.

  175. CEO PAY RATIO

    CEO PAY RATIO The annual total compensation of our median-paid employee on a worldwide basis for 2025 was $94,661. The annual total compensation of our CEO for 2025, as reported in the 2025 Summary Compensation Table, was $5,138,573. The ratio of our CEO’s total compensation to our median employee’s total compensation was 54 to 1, which is calculated by dividing the CEO’s annual total compensation by that of our median-paid employee. We most recently calculated the median employee for purposes of providing pay ratio disclosure with respect to 2024. With respect to 2025, we have reviewed the changes in our employee population and employee compensation and, based on that review, determined that there were no changes in our employee population or employee compensation that would significantly impact the 2025 pay ratio disclosure and require us to identify a new median employee. However, although the population and compensation were generally consistent, the median employee used in 2024 received a promotion in 2025, which made their compensation anomalous. Consistent with SEC rules, for 2025, we chose to use a substitute employee, adjacent to the initial median employee, whose compensation was consistent with that of surrounding employees near the median and which did not have any anomalous elements. A description of the methodology we used to identify the median employee in 2024 can be found in our 2024 Proxy Statement. 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.

  176. CEO PAY RATIO

    | 2026 RYAM PROXY STATEMENT | 61 |

  177. 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

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

    | 2026 RYAM PROXY STATEMENT | A-3 |

  179. 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.