RAYONIER ADVANCED MATERIALS INC.

IV. COMPENSATION PROGRAM COMPONENTS

2024 Components in General

The Compensation Committee selects the components of compensation set forth in the chart below to achieve the Company’s executive compensation program objectives. The majority of each NEO’s compensation was variable and at-risk.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Target Pay Mix

The target pay mix supports the core principles of the Company’s executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of the Company and its stockholders by emphasizing short- and long-term incentives.

The following charts outline the Compensation Committee’s allocation of annual target total direct compensation payable to the CEO and to other NEOs. The Compensation Committee allocated compensation among (i) base salary, (ii) a short-term annual cash incentive opportunity and (iii) long-term equity and cash.

The Compensation Committee considers compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.

The percentages of target total direct compensation as calculated below are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the target value of the annual equity grants and long-term performance-based cash awards.

BASE SALARY

Base salaries provide fixed compensation to the Company’s executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

In 2024, the Compensation Committee held the salaries of the CEO, CFO and General Counsel flat. The other two NEOs’ base salaries were adjusted to maintain market-competitive pay, as determined by reference to comparable positions at the compensation comparison peer group companies.

COMPENSATION DISCUSSION AND ANALYSIS

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.

Target Opportunities

The Compensation Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage.

The 2024 target incentive percentages for the NEOs remained unchanged from the prior year.

Performance Measures

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

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

COMPENSATION DISCUSSION AND ANALYSIS

operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes. Our management considers these non-GAAP financial measures, in addition to operating income or loss, to be important in making strategic and operating decisions.

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

Target, Threshold and Maximum Performance Levels

The Compensation Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging and that took into account the relevant risks and opportunities of the Company’s business. In particular, the Compensation Committee reviewed the Company’s 2024 annual operating budget that resulted from the Company’s detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved, including the risks to achieving certain preliminary objectives that are necessary prerequisites to achieving the budget targets.

Considering these factors, the Compensation Committee set the 2024 target for Adjusted EBITDA at $208.0 million and established the target for Adjusted Operating Cash Flow at $67.1 million.

Having set the targets, the Compensation Committee also set the threshold and maximum performance levels for the two financial metrics. For 2024, the Compensation Committee set thresholds at what it believed to be a high level of performance of 80% of the targets. The Compensation Committee set the maximum levels of performance equating to 120% for Adjusted EBITDA and 130% for Adjusted Operating Cash Flow, levels that required exceptionally strong performance and represented a significant challenge.

The Compensation Committee also set target, threshold and maximum performance levels for the non-financial strategic objectives. The target for the strategic objectives was to achieve two of the three objectives. The threshold level was achievement of one objective and the maximum level was the achievement of all three objectives.

Payout Levels

Payout levels represent the amount to be paid to the NEOs based on the level of actual performance relative to the targets. The Compensation Committee set the payout at 0% for achievement below the threshold level of performance. For performance between the threshold level and the maximum level, the payout ranges from 50% of the target opportunity to 200% of the target opportunity. Achievement above the maximum level is capped at the maximum payout of 200% of target. For the financial metrics, performance between the threshold, target and maximum levels was calculated in a straight-line manner.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Achievements for Company Measures

The table below sets forth the Company’s achievement against the 2024 performance targets.

INDIVIDUAL OBJECTIVES

The Compensation Committee included a component of the annual cash incentive program focused on individual objectives, which varied by individual, comprised of one or more of the following categories:

Based on a review of the achievements associated with the individual objectives, for the 15% allocation of the target annual incentive opportunity for individual performance, the Compensation Committee awarded a payout of 100% of target for Mr. Bloomquist and Mr. Osborne, and 200% of target for Mr. Moeltner, Mr. Hicks and Mr. Slaughter.

Payout Determination

As described above, the Compensation Committee verified achievement relative to the targets for the Company objectives and the individual objectives to determine the respective performance levels. The Compensation Committee then determined the total 2024 annual incentive plan payout for each NEO. The Compensation Committee approved the annual incentive plan payout amounts for all NEOs, and the Board approved, on the recommendation of the Compensation Committee, the CEO’s payment.

COMPENSATION DISCUSSION AND ANALYSIS

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

LONG-TERM INCENTIVES

The third and largest component of the executive compensation program is long-term incentives. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of the Company and its stockholders. Long-term incentives also promote retention, because executive officers will only receive value if they remain employed over the required term, and, with respect to the equity component, they foster an ownership culture among the Company’s executive officers by making them stockholders with a personal stake in the value they are intended to create.

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

The mix of long-term incentives granted to the NEOs in 2024 is shown below:

As described above, the Compensation Committee established the mix of equity vehicles for 2024 as 35% PSUs (65% for the CEO), 35% long-term incentive cash and 30% RSUs (0% for the CEO).

COMPENSATION DISCUSSION AND ANALYSIS

Performance Measures

The PSUs and the long-term incentive cash have two metrics, both measured over the 2024 to 2026 three-year performance period: Relative TSR (50%) and Cumulative Adjusted EBITDA (50%). These measures were selected for the purposes described above.

Relative TSR

For the three-year performance period, beginning March 1, 2024 and ending February 28, 2027, the Company’s TSR is ranked relative to companies in the S&P SmallCap 600 Capped Materials Index. Comparing the Company’s performance against the TSR of a peer group rewards the NEOs for driving performance greater than or equal to peers, as the peer group is generally subject to the same market factors as the Company. The Compensation Committee selected the S&P SmallCap 600 Capped Materials Index as the TSR peer group because it was made up of a large roster of durable companies that are similar in size to the Company. The actual number of PSUs earned will be based on the percentile rank of the Company’s TSR relative to the TSRs of the companies in the peer group, as described in the following table.

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

Cumulative Adjusted EBITDA

The Compensation Committee chose this measure for the long-term incentive, despite its inclusion in the annual cash incentive, because it was the Company’s top priority at the time to achieve meaningful profitability, laying the foundation for cash earnings to support investments and debt repayment. Additionally, it is a key metric for the investment community in evaluating the Company.

Before the conclusion of the three-year performance period, we do not publicly disclose our specific operating performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Compensation Committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed.

COMPENSATION DISCUSSION AND ANALYSIS

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.

Long-Term Incentive Opportunities

The Compensation Committee established long-term incentive opportunities for each of the NEOs in December 2023 for the program year 2024 (2024 to 2027 three-year performance period), considering the following:

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

Having determined the value of the long-term incentive opportunities, the Compensation Committee allocated such amounts among PSUs (35%) (65% for the CEO), Long-Term Incentive Cash (35%), and RSUs (30%) (0% for the CEO.)

In determining the number of PSUs and RSUs awarded to meet the compensation level approved for an NEO, the portion of the award value related to the PSUs and RSUs was divided by the closing stock price on the date of grant, subject to an equity price floor of $7.00 that was utilized when determining the number of units granted. The use of a price floor recognizes the Company’s desire to responsibly manage annual share usage.

2021 PSUs and Performance Cash

In 2021, the Compensation Committee granted PSUs and long-term cash incentives with performance-based vesting requirements for the three-year performance period of March 1, 2021, to February 28, 2024. There were two financial performance measures, relative TSR and Adjusted HPC Segment EBITDA Margin %.

COMPENSATION DISCUSSION AND ANALYSIS

After the end of the three-year period, when relative TSR and Adjusted HPC EBITDA Margin % were measured, the Compensation Committee determined that the 2021 PSUs and Performance Cash were not earned:

POST-EMPLOYMENT COMPENSATION

Qualified and Non-Qualified Defined Contribution Plans

We place great value on the long-term commitment that many of our employees, including our NEOs, have made to the Company and wish to incentivize our employees to remain with the Company and focus on building sustainable value over the long term. Therefore, we have determined that it is appropriate to provide employees with competitive retirement benefits as part of their overall compensation package.

The Company offers a tax-qualified 401(k) defined contribution plan (the Savings Plan) covering substantially all U.S. employees, including the NEOs. Eligible employees are permitted to make voluntary pre-tax contributions to the Savings Plan and are eligible for matching company contributions. The Savings Plan also permits discretionary Company contributions. All contributions to the Savings Plan are subject to certain limitations under Internal Revenue Code of 1986, as now in effect or as hereafter amended (the Code).

The Company’s contributions to the Savings Plan, both matching and retirement contributions, vest at a rate of 20% per year over the participant’s first five years of employment. These contributions are reflected as compensation in the Summary Compensation Table in this Proxy Statement.

The Company also offers a non-qualified deferred compensation plan (the Excess Savings Plan) that is available to certain highly compensated individuals, including the NEOs. The Excess Savings Plan is not subject to application of the Code limits. The Excess Savings Plan also has an Excess Base Salary and Bonus Deferral component that allows employees with a base salary in excess of the limit specified in the Code the opportunity to defer up to 100% of their base salary and all or any portion of their annual cash incentive award.

The Compensation Committee undertakes an annual, comprehensive review of these plans, to determine if any modifications are necessary or appropriate in light of current trends and best practices, the nature of our business and competitive factors.

Severance and Change in Control Benefits

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

COMPENSATION DISCUSSION AND ANALYSIS

executives to consider corporate transactions that may be in the best interests of stockholders and other constituents without undue concern over whether a transaction would jeopardize the executives’ employment or significantly disrupt or change the structure of their employment.

The CIC Severance Plan achieves these objectives by providing benefits to our NEOs and other eligible executives designated by the Compensation Committee, in the event of a CIC. Under the plan, if the executive is involuntarily terminated (other than for cause or due to death or disability) or terminates his or her employment for good reason (as defined in the CIC Severance Plan) within 24 months following the CIC (a double trigger), he or she will be entitled to enhanced severance benefits, which depend on the executive’s status and level of responsibility.

The CIC Severance Plan does not provide any tax gross-up protection for our NEOs. It includes a “best net” provision pursuant to which a participant is entitled to the greater of (i) full CIC severance benefits with the participant responsible for payment of the excise tax, or (ii) a capped benefit, with the CIC severance benefits reduced to an amount just below the threshold for triggering the excise tax.

The Compensation Committee reviews the CIC Severance Plan annually and generally has discretion to terminate or amend the CIC Severance Plan, or include or exclude any executive, including any NEO, at any time prior to a CIC; however, if a CIC is underway, as defined by the CIC Severance Plan, any changes or amendments are not effective for two years.

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.

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.

Health and Welfare Benefits

The Company offers broad-based medical, dental, vision, life, and disability plans to all employees.

Limited Perquisites

We provide our NEOs with limited perquisites, which are reviewed annually by our Compensation Committee. Under our perquisites program, in addition to personal benefits that are available broadly to our employees, our NEOs are eligible to participate in two programs:

COMPENSATION DISCUSSION AND ANALYSIS

We do not provide Company cars, pay car allowances, personal club membership dues, home-security expenses, or provide chartered aircraft for personal use.