Rayonier Advanced Materials Inc DEF 14A, filed Mar 31, 2025

About this DEF 14A

Rayonier Advanced Materials Inc. (RYAM)

DEF 14A 2025-03-31 For: 2025-05-14

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Added on June 12, 2026

Date & Time
May 14, 2025
5:30 p.m. Eastern Time

Voting
Stockholders of record holding our Common Stock as of the close of business on the record date, which is the close of business on March 17, 2025 (Record Date), are entitled to vote. Each share of Common Stock is entitled to one vote for each matter to be voted upon.

Location
DoubleTree Hotel
1201 Riverplace Boulevard
Jacksonville, Florida

Admission
To attend the Annual Meeting, you will need to bring (1) proof of ownership of Common Stock as of the Record Date and (2) a valid government-issued photo identification. If you do not have proof of ownership together with a valid government-issued photo identification, you will not be admitted to the meeting.

Record Date
Record holders of our Common Stock as of March 17, 2025 are entitled to notice of and to vote at the Annual Meeting

Admission to the Annual Meeting is limited to stockholders holding our Common Stock as of the Record Date and, one immediate family member; one individual properly designated as a stockholder’s authorized proxy holder; or one qualified representative authorized to present a stockholder proposal properly before the meeting.
No cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting. The Company may implement additional security procedures to ensure the safety of the meeting attendees.
Questions and Answers about the Annual Meeting can be found in Appendix A.

Rayonier Advanced Materials Inc filed this DEF 14A on March 31, 2025.

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


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


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


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


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


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


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


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


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


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






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






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



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



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






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






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






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






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


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


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


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


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


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


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


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


	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


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


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


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


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


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


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