Rayonier Advanced Materials : PS Financial Results (384114 Rayonier 2025 PROXY PROOF MS Low res Proxy for Website 20253)

Published: 2025-03-31 10:21:05 ET RYAM

2025

ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Lisa M. Palumbo

Chair of the Board

Dear Stockholder:

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

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

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

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

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

Safety and sustainability remained central to RYAM's mission. In 2024, we reduced our injury incident rate by 30%, and we published our

2023 Sustainability Report highlighting progress toward our greenhouse gas reduction targets along with our broader environmental commitments.

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

LISA M. PALUMBO Chair of the Board

March 31, 2025

Corporate Headquarters 1301 Riverplace Boulevard

Suite 2300

Jacksonville, Florida 32207

March 31, 2025

Notice of 2025 Annual Meeting

TO OUR STOCKHOLDERS:

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

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

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

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

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

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

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

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

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

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

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

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

By:

R. Colby Slaughter

Corporate Secretary

Table of Contents

ITEM

PAGE

NOTE ABOUT FORWARD-LOOKING STATEMENTS

NOTE ABOUT NON-GAAP FINANCIAL MEASURES

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

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

PROXY STATEMENT SUMMARY .................... 1

COMMITMENT TO BEST PRACTICES IN CORPORATE

GOVERNANCE ............................... 2

Corporate Governance Highlights 2

Corporate Governance Principles 4

Director Independence 4

Independent Chair of the Board 4

Independent Non-Management Director Meetings 5

Board Refreshment and Tenure 5

Board Evaluation and Assessment 5

Succession Planning 6

Oversight of Risk 6 Engagement by Management and our Board with our

Stockholders 7

Standard of Ethics and Code of Corporate Conduct 8

Sustainability Focus 8

Director Compensation 9

Anti-Hedging/Anti-Pledging Policy 11

Related Person Transactions 11

PROPOSAL 1: ELECTION OF DIRECTORS .............. 13

Director Qualifications 13 Biographical and Qualifications Information of the

Three Nominees for Election to the Board of Directors 15 Biographical and Qualifications Information of Other

Directors 17

Director Skills and Experience Matrix 23

Director Nomination Process 24

Formal Director Onboarding Process 24

Director Attendance at Annual Meeting of Stockholders 24

Committees of the Board of Directors 25

PROPOSAL 2: APPROVAL OF AMENDMENT TO AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION TO

DECLASSIFY THE BOARD OF DIRECTORS ............. 27

PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION TO

ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS ... 28

PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE

COMPENSATION .............................. 30

Advisory Resolution to Approve Executive Compensation 30

ITEM

PAGE COMPENSATION DISCUSSION AND ANALYSIS .......... 31

Executive Summary 31

Compensation Philosophy 32

Compensation Determination Process 33

Compensation Program Components 36

Additional Compensation Policies and Practices 46

COMPENSATION COMMITTEE REPORT ............... 48

EXECUTIVE COMPENSATION TABLES AND RELATED

INFORMATION ............................... 49

Summary Compensation Table 49

All Other 2024 Compensation 50

Grants of Plan-Based Awards 51

Outstanding Equity at Fiscal Year End 53

Option Exercised and Stock Vested 54

Non-Qualified Deferred Compensation 54

Potential Payments Upon Termination or a Change in Control 55

Pay Versus Performance 57

CEO Pay Ratio 61

Stock Ownership of Directors and Executive Officers 62

Executive Officers 63

Security Ownership of Certain Beneficial Owners 65

Delinquent Section 16(a) Reports 65 Compensation Committee Interlocks and Insider

Participation 66

PROPOSAL 5: Approval of the Rayonier Advanced

Materials Inc. 2023 Incentive Stock Plan, as Amended and

Restated ................................... 67

Equity Compensation Plan Information 75

PROPOSAL 6: Ratification of the Appointment of

Independent Registered Public Accounting Firm ........ 76

Appointment of Grant Thornton as Independent

Registered Public Accounting Firm for Fiscal Year 2025 76

Report of the Audit Committee 76

Audit Committee Financial Experts 77 Information Regarding Independent Registered Public

Accounting Firm 78

APPENDICES

A. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING . A-1 B. PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD

OF DIRECTORS ................................ B-1 C. PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE

SUPERMAJORITY VOTING PROVISIONS ................ C-1 D. RAYONIER ADVANCED MATERIALS INC. 2023 INCENTIVE

STOCK PLAN, AS AMENDED AND RESTATED ............. D-1 E. RAYONIER ADVANCED MATERIALS INC. AUDIT COMMITTEE

POLICIES AND PROCEDURES ....................... E-1

F. NON-GAAP FINANCIAL MEASURES ................. F-1

NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

NOTE ABOUT NON-GAAP FINANCIAL MEASURES

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

Each non-GAAP measure is reconciled to its most directly comparable GAAP financial measure in Appendix F.

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

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

General Information about this Proxy Statement and the Annual Meeting

2025 ANNUAL MEETING OF STOCKHOLDERS OF RYAM WEDNESDAY, MAY 14, 2025, AT 5:30 P.M. EASTERN TIME

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

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

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

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

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

Annual Report

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

RYAM

Investor Relations

1301 Riverplace Boulevard Suite 2300

Jacksonville, Florida 32207, USA

Delivery of Materials to Stockholders Sharing an Address

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

Proxy Statement Summary

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

2025 ANNUAL MEETING INFORMATION

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

Voting

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

Location DoubleTree Hotel

Admission

1201 Riverplace Boulevard Jacksonville, Florida

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

Record Date Record holders of our

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

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

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

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

PROPOSALS

MATTER BOARD VOTE RECOMMENDATION PAGE REFERENCE (FOR MORE DETAIL)

Proposal 1

Elect the Board's three nominees for Class II directors for terms expiring in 2028

FOR each nominee

Proposal 2

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

FOR the proposal

Proposal 3

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

FOR the proposal

Proposal 4

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

FOR the proposal

Proposal 5

Approve the Rayonier Advanced Materials Inc.

2023 Incentive Stock Plan, as Amended and Restated

FOR the proposal

Proposal 6

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

FOR the proposal

2025 RYAM PROXY STATEMENT

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

Commitment to Best Practices in Corporate Governance

CORPORATE GOVERNANCE HIGHLIGHTS

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

STOCKHOLDER RIGHTS

Proposal to Declassify the Board of Directors

In multiple prior proxy statements, management submitted a proposal for stockholder approval to declassify the Board of Directors, but it did not receive the required approval. At the 2025 Annual Meeting, management is once again reintroducing the proposal for stockholders to vote on declassifying the Board.

Proposal to Eliminate Supermajority Voting Provisions

In multiple prior proxy statements, management submitted a proposal for stockholder approval to eliminate supermajority voting provisions from the Company's Amended and Restated Certificate of Incorporation in favor of a majority voting standard. However, the proposal did not receive the required stockholder approval. At the 2025 Annual Meeting, management is once again reintroducing the proposal for stockholders to vote on eliminating the supermajority voting provisions.

Independent Chair of the Board Single Voting Class

Our Board of Directors is led by an independent Chair.

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.

Disclaimer

Rayonier Advanced Materials Inc. published this content on March 31, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 31, 2025 at 14:20 UTC.