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RAYONIER ADVANCED MATERIALS INC.

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

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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
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Contents

Compensation Program Components

IV. COMPENSATION PROGRAM COMPONENTS

2025 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.

ELEMENTDESCRIPTIONPURPOSE
Base SalaryFixed 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-TermIncentives: AnnualCash IncentiveOpportunitiesVariable 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.
Long-TermIncentives: AnnualEquity-Based and Cash-BasedCompensationVariable 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.
2026 RYAM PROXY STATEMENT37

COMPENSATION DISCUSSION AND ANALYSIS

2025 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 the average of the 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 variable and “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 2025 base salary, the 2025 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 2025, the Compensation Committee held the salary of the CEO flat. The other NEOs’ base salaries were adjusted to maintain market-competitive pay, as determined by reference to comparable positions at the compensation comparison peer group companies.

NEO2024Base Salary($)2025Base Salary($)% Change
De Lyle W. Bloomquist1,000,0001,000,0000%
Marcus J. Moeltner495,000520,0005.1%
Joshua C. Hicks495,000535,0008.1%
R. Colby Slaughter400,000420,0005.0%
Michael D. Osborne400,000435,0008.8%

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.

NEO2025 Target Level Opportunity(as % of Applicable Base Salary)
De Lyle W. Bloomquist100%
Marcus J. Moeltner70%
Joshua C. Hicks70%
R. Colby Slaughter60%
Michael D. Osborne60%

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 2025 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 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.
•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.

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”:

•Change in Working Capital during 2025, specifically:
•Change in Inventories
•Change in Accounts Receivable, net of rebates
•Change in Accounts Payable
•Custodial Capital Expenditures
•Interest Expense
•Other Miscellaneous 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 operations. Our management uses these non-GAAP financial measures to compare our performance to that of

2026 RYAM PROXY STATEMENT39

COMPENSATION DISCUSSION AND ANALYSIS

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.

•Non-Financial Strategic Objectives (weighted 15%). The Compensation Committee designated three categories of non-financial strategic objectives:
•Safety,
•Sustainability, and
•Employee Engagement

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

•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.

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.

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

COMPENSATION DISCUSSION AND ANALYSIS

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.

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.

PerformanceMetricWeightingThreshold($ in millions)Target($ in millions)Maximum($ inmillions)Actual Result($ in millions)Achievement Rating (%)WEIGHTED PAYOUT (%)
Adjusted EBITDA50%180.0225.0270.0132.90%0%
Adjusted Operating Cash Flow20%34.348.963.6(56.4)0%0%
Payout Percentage (as a % of target payout)30%100%200%
Strategic Objectives: Safety, Sustainability, Employee Engagement15%Achieve 1Achieve 2Achieve 3Achieve 3200%30%
Payout Percentage (as a % of target payout)50%100%200%
Aggregate Weighted Metric Payout Percentage30%

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.

2026 RYAM PROXY STATEMENT41

COMPENSATION DISCUSSION AND ANALYSIS

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.

NEOBase Salary($)TargetOpportunityas aPercentage ofBase Salary(%)TargetOpportunity($)CompanyTargetAchievement %(85%)IndividualtargetAchievement % (15%)AggregatetargetAchievement%Total ApprovedPayout(1)($)
De Lyle W. Bloomquist1,000,0001001,000,00030%30%60%600,000
Marcus J. Moeltner520,00070364,00030%30%60%218,000
Joshua C. Hicks535,00070374,50030%NANANA(2)
R. Colby Slaughter420,00060252,00030%30%60%151,000
Michael D. Osborne435,00060261,00030%30%60%157,000
(1)Rounded to nearest $1,000
(2)Mr. Hicks departed from the Company effective January 11, 2026 and did not receive a payout.

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.

EQUITY VEHICLE2025ALLOCATIONVESTINGPERIODHOW VALUE ISDELIVEREDPURPOSE
PSUsCEO: 65% Other NEOs: 35%3-year cliff3-year relative TSR (50%)3-yearCumulative AdjustedEBITDA (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 CashCEO: 35% Other NEOs: 35%3-year cliffSame as PSUsSame as PSUs
RSUsCEO: 0% Other NEOs: 30%3-year cliffValue of stockAligns interests of NEO with interests of the Company and its stockholderspromotes retention

COMPENSATION DISCUSSION AND ANALYSIS

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:

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.

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.

Performance LevelTSR Percent RankEarned Percentage
Below ThresholdBelow 25th Percentile0%
Threshold25th Percentile30%
Target50th Percentile100%
Maximum75th Percentile and above200%

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 below 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 the long-term goals of 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 likelihood of competitive harm resulting 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.

2026 RYAM PROXY STATEMENT43

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 2024 for the program year 2025 (2025 to 2028 three-year performance period), considering the following:

•the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the compensation comparison peer group companies;
•individual performance and criticality of, and expected future contributions of, the NEO;
•time in role, skills and experience; and
•retention considerations.

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.

NEOTarget Value($)PSUs($)LONG-TERMINCENTIVECash($)RSUs($)
De Lyle W. Bloomquist3,200,0002,080,0001,120,0000
Marcus J. Moeltner850,000297,500297,500255,000
Joshua C. Hicks800,000280,000280,000240,000
R. Colby Slaughter450,000157,500157,500135,000
Michael D. Osborne450,000157,500157,500135,000

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.

COMPENSATION DISCUSSION AND ANALYSIS

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.

Performance LevelTSR Percent RankEarned Percentage
Below ThresholdBelow 25th Percentile0%
Threshold25th Percentile30%
Target50th Percentile100%
Maximum75th Percentile and above200%

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.

THRESHOLD · TARGET · MAXIMUM
Cumulative Adjusted EBITDA Payout Range(1)30%100%200%
(1)Adjusted Cumulative EBITDA excludes certain 2022 costs related to the announced retirement of the CEO

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:

PERFORMANCE REQUIREMENTSTOCK PRICE GROWTH FROM GRANTPERCENTAGE OF LPUS TARGET EARNED
Threshold10%50%
Target25%100%
Maximum100%250%

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):

NEO(1)TargetRelative TSRPSUs(#)EarnedRelativeTSR PSUs(#)TargetCumulativeAdjustedEBITDA PSUs(#)EarnedCumulativeAdjusted EBITDA PSUs(#)TargetLeveraged Performance Units(#)EarnedLeveragedperformanceunits(#)
De Lyle W. Bloomquist(2)54,254108,508117,92552,24183,75382,330
Marcus J. Moeltner18,44736,89440,09517,76328,47627,992
Joshua C. Hicks(3)18,23036,46039,62317,553NA(3)NA
R. Colby Slaughter6,51113,02214,1516,26910,0519,881
(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.
(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).
(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.
2026 RYAM PROXY STATEMENT45

COMPENSATION DISCUSSION AND ANALYSIS

Leadership Transitions

On January 2, 2026, the Company appointed Scott Sutton as its Chief Executive Officer and President, effective as of January 5, 2026. The Company also announced Mr. Sutton’s appointment to the Board of Directors of the Company January 5, 2026.

On January 5, 2026, Mr. Bloomquist stepped down as the Company’s Chief Executive Officer and President and from the Board of Directors.

On January 11, 2026, Mr. Hicks departed from the Company.

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 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

COMPENSATION DISCUSSION AND ANALYSIS

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 the following program:

•Senior Executive Tax and Financial Planning Program: This program provides reimbursement to senior executives, including our NEOs, for expenses incurred for financial and estate planning and for preparation of annual income tax returns. Reimbursements are taxable to the recipient and are not grossed-up for tax purposes. The annual reimbursement limit remained unchanged for 2025 and was $25,000 for Mr. Bloomquist and $10,000 for all other participants.
2026 RYAM PROXY STATEMENT47

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.

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