Skip to main content

RAYONIER ADVANCED MATERIALS INC.

For the period ended May 13, 2026. Filed Mar 30, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Mar 30, 2026

RYAM$5.90-9.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Compensation Determination Process

III. COMPENSATION DETERMINATION PROCESS

Role of the Compensation Committee

The Compensation Committee establishes the compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs other than the CEO and recommends the compensation of our CEO for approval by the Board.

Toward the end of each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate.

In accordance with its charter, the Compensation Committee recommends to the independent members of the Board total compensation for the CEO (generally at its December meeting) for the following year. The Compensation Committee reviews and evaluates the performance of the CEO and develops base salary and incentive compensation recommendations to the independent members of the Board. At the beginning of a year, after the end of applicable annual performance periods for the prior year or years, the Compensation Committee evaluates achievement relative to performance targets and determines corresponding payouts earned. The CEO did not play any role with respect to any matter affecting his own compensation and was not present when the Compensation Committee discussed and formulated its recommendation for his compensation.

Role of Management

The Compensation Committee obtains input from executive officers regarding the annual operating plan, expected financial results, and related risks. Based on this information, the Compensation Committee establishes the performance-based metrics and targets for the cash-based annual incentive plan and for the performance share units and performance cash granted under our long-term incentive plan.

With the input of the CEO, the Compensation Committee also establishes the compensation of all the other executive officers. The CEO’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual incentive plan. The Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Compensation Committee makes the ultimate determination regarding the compensation of the executive officers. The NEOs did not play any role with respect to any matter affecting their own compensation and were not present when the Compensation Committee discussed and formulated its recommendation for their compensation.

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.

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.

2026 RYAM PROXY STATEMENT35

COMPENSATION DISCUSSION AND ANALYSIS

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:

AdvanSix IncEcovyst Inc.Glatfelter CorporationH.B. Fuller CompanyHawkins, Inc.Ingevity CorporationInnospec Inc.Koppers Holdings IncMercer InternationalMinerals Technologies Inc.Quaker Chemical CorporationSensient Technologies CorporationStepan CompanyTredegar Corporation

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 50 thpercentile. 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.

COMPENSATION DISCUSSION AND ANALYSIS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.