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Definitive Proxy Statement
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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PAUL G. BOYNTON
Chairman, President and Chief Executive Officer
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April 6, 2018
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Providing our stockholders with a 35% total return in 2017.
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Completion of our acquisition of Tembec Inc., a strategically compelling transaction which more than doubles our pro forma revenue and is immediately cash and earnings accretive.
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With another $30 million in sustainable savings achieved in 2017, our Cost Transformation initiative has resulted in $115 million in savings since 2015 toward our goal of $140 million by the end of 2018.
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By:
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/s/Paul G. Boynton
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Paul G. Boynton
Chairman, President and Chief Executive Officer
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Corporate Headquarters
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April 6, 2018
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1)
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electing three Class I directors to terms expiring in 2021;
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2)
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approving, in a non-binding vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;
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3)
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approving the French Sub-Plan to be implemented under the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan;
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4)
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ratifying the appointment of Grant Thornton as our independent registered public accounting firm for 2018; and
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5)
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acting upon such other matters as may properly come before the meeting.
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By:
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/s/Michael R. Herman
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Michael R. Herman
Corporate Secretary
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Item
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GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
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QUESTIONS AND ANSWERS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
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NOTE ABOUT NON-GAAP FINANCIAL MEASURES
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CORPORATE GOVERNANCE
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Corporate Governance Highlights
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Corporate Governance Principles
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Certain Key Governance Features
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Classified Board
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Certain Voting Provisions
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Engagement with Our Stockholders and Communications with our Board
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Formal Director Onboarding Process
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Director Independence
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Committees of the Board of Directors
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Board Leadership Structure
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Independent Lead Director
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Independent Non-Management Director Meetings
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Oversight of Risk
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Management Succession Planning
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Director Nomination Process
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Diversity
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Related Person Transactions
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Standard of Ethics and Code of Corporate Conduct
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Compensation Committee Interlocks and Insider Participation; Processes and Procedures
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Director Attendance at Annual Meeting of Stockholders
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1
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ELECTION OF DIRECTORS
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Director Qualifications
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Director Skill/Experience Snapshot
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Information as to the Three Nominees for Election to the Board of Directors
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Information as to Other Directors
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EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
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Executive Summary
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2017 Highlights
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Key Terms Used in this CD&A
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Best Compensation Practices and Policies
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2017 Say-On-Pay
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2017 Compensation Metrics and Performance
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CEO Pay At-A-Glance
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What Guides Our Program
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Our Compensation Philosophy
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The Principal Elements of Pay: Total Direct Compensation
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Pay Mix
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Our Decision Making Process
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The Role of the Compensation Committee
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The Role of Management
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The Role of the Independent Consultant
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The Role of Benchmarking and the Compensation Peer Groups
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The 2017 Executive Compensation Program
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Base Salary
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2017 Annual Corporate Bonus Program
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2017 Final Bonus Program Payouts
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Long-Term Incentives: Equity Awards
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Other Practices, Policies and Guidelines
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Stock Ownership Requirements
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Anti-Hedging Policy
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Clawback Policy
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2017 Risk Assessment
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Severance and Change in Control Benefits
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Other Benefits and Perquisites
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Retirement Benefits
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Personal Benefits
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2018 Compensation Decisions
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Tax and Accounting Considerations
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Report of the Compensation and Management Development Committee
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SUMMARY COMPENSATION TABLE
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CEO Pay Ratio
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GRANTS OF PLAN BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OPTION EXERCISES AND STOCK VESTED
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PENSION BENEFITS
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NON-QUALIFIED DEFERRED COMPENSATION
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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AGREEMENTS WITH OUR NEOS
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DIRECTOR COMPENSATION
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2017/2018 Cash Compensation Paid to Non-Management Directors
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Annual Equity Awards
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Limit on Annual Equity Awards
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Cash Fees Deferral Plan
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Mandatory Stock Ownership
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Other Compensation and Benefits
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2017 Director Compensation Table
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
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Section 16(a) Beneficial Ownership Reporting Compliance
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EQUITY COMPENSATION PLAN INFORMATION
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EXECUTIVE OFFICERS
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2
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ADVISORY VOTE ON “SAY ON PAY”
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3
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PROPOSAL TO APPROVE THE FRENCH SUB-PLAN TO BE IMPLEMENTED UNDER THE RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN
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Summary of the French Sub-Plan To Be Implemented Under the 2017 Plan
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Summary of the 2017 Plan
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Board Recommendation
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4
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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Change in Independent Registered Public Accounting Firm in 2016
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Appointment of Grant Thornton as Independent Registered Public Accounting Firm for Fiscal Year 2018
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REPORT OF THE AUDIT COMMITTEE
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Audit Committee Financial Experts
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Information Regarding Independent Registered Public Accounting Firm
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MISCELLANEOUS
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Annual Report
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Delivery of Materials to Stockholders Sharing an Address
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RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN AND FRENCH SUB-PLAN
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RAYONIER ADVANCED MATERIALS INC. AUDIT COMMITTEE POLICIES AND PROCEDURES
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Q:
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WHAT AM I VOTING ON?
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A:
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You are being asked by the Company to vote on four matters: (1) the election of three Class I directors: Charles E. Adair, Julie A. Dill and James F. Kirsch (information about each nominee is included in the “Information as to Nominees for Election to the Board of Directors” section); (2) the approval, in a non-binding vote, of the compensation of our named executive officers as disclosed in this Proxy Statement (referred to herein as “Say on Pay”, information can be found in the “Advisory Vote on Say on Pay” section); (3) approval of the French Sub-Plan to be implemented under the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan (information can be found in “Item 3”); and (4) ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018 (information can be found in the “Ratification of Independent Registered Public Accounting Firm” section).
The Board of Directors recommends that you vote “FOR” each of the director nominees listed above and “FOR” each of the other proposals.
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Q:
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WHO IS ENTITLED TO VOTE?
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The record holder of each of the 51,856,185 shares of Rayonier Advanced Materials common stock (“Common Stock”) outstanding at the close of business on March 23, 2018 is entitled to one vote for each share of stock owned.
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Q:
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HOW DO I VOTE?
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You can vote in any one of the following ways:
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You can vote on the Internet
by following the “Vote by Internet” instructions on your Internet Notice or proxy card.
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You can vote by telephone
by following the “Vote by Phone” instructions on the www.ProxyVote.com website referred to in the Internet Notice, or, if you receive hard copies of the proxy solicitation materials, by following the “Vote by Phone” instructions referred to in your proxy card.
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If you receive hard copies of the proxy solicitation materials, you can vote by mail
by signing and dating your proxy card and mailing it in the provided prepaid envelope. If you mark your voting instructions on the proxy card, your stock will be voted as you instruct. If you return a signed and dated card but do not provide voting instructions, your stock will be voted in accordance with the recommendations of the Board of Directors.
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You can vote in person at the Annual Meeting
by delivering a completed proxy card or by completing a ballot available upon request at the meeting. However, if you hold your stock in a bank or brokerage account rather than in your own name, you must obtain a legal proxy from your stockbroker in order to vote at the meeting.
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Q:
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HOW DO I VOTE STOCK THAT I HOLD THROUGH AN EMPLOYEE BENEFIT PLAN SPONSORED BY THE COMPANY?
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A:
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If you hold Common Stock of the Company through any of the following employee benefit plans, you can vote them by following the instructions above:
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Q:
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WHAT DO I NEED TO DO TO ATTEND THE ANNUAL MEETING?
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To attend the Annual Meeting, you will need to bring (1) proof of ownership of Common Stock as of the record date, which is the close of business on March 23, 2018 and (2) a valid government-issued photo identification.
If you are a stockholder of record, proof of ownership can include your proxy card or the Internet Notice. If your stock is held in the name of a broker, bank or other holder of record, you must present proof of your beneficial ownership, such as a proxy obtained from your street name nominee (particularly if you want to vote your stock at the Annual Meeting) or a bank or brokerage account statement (in which case you will not be able to vote your stock at the Annual Meeting), reflecting your ownership of Common Stock as of the record date
. If you do not have proof of ownership together with a valid picture identification, you will not be admitted to the meeting.
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Q:
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IS MY VOTE CONFIDENTIAL?
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Proxy cards, ballots and reports of Internet and telephone voting results that identify individual stockholders are mailed or returned directly to Broadridge Financial Services, Inc. (“Broadridge”), our vote tabulator, and handled in a manner that protects your privacy.
Your vote will not be disclosed except:
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as needed to permit Broadridge and our inspector of elections to tabulate and certify the vote;
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as required by law;
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if we determine that a genuine dispute exists as to the accuracy or authenticity of a proxy, ballot or vote; or
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in the event of a proxy contest where all parties to the contest do not agree to follow our confidentiality policy.
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Q:
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WHAT STOCK IS COVERED BY MY INTERNET NOTICE OR PROXY CARD?
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You should have been provided an Internet Notice or proxy card for each account in which you own Common Stock either:
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directly in your name as the stockholder of record, which includes stock purchased through any of our employee benefit plans; or
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indirectly through a broker, bank or other holder of record.
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Q:
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WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR PROXY CARD?
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It means that you have multiple accounts in which you own Common Stock.
Please vote all stock in each account for which you receive an Internet Notice or proxy card to ensure that all your stock is voted.
However, for your convenience we recommend that you contact your broker, bank or our transfer agent to consolidate as many accounts as possible under a single name and address. Our transfer agent is Computershare. All communications concerning stock you hold in your name, including address changes, name changes, requests to transfer stock and similar issues, can be handled by making a toll-free call to Computershare at 1-866-246-0322. From outside the U.S. you may call Computershare at 201-680-6578.
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Q:
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HOW CAN I CHANGE MY VOTE?
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You can revoke your proxy and change your vote by:
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voting on the Internet or by telephone before 11:59 p.m. Eastern Daylight Time on the day before the Annual Meeting or, for employee benefit plan stock, the cut off date noted above (only your most recent Internet or telephone proxy is counted);
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signing and submitting another proxy card with a later date at any time before the polls close at the Annual Meeting;
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giving timely written notice of revocation of your proxy to our Corporate Secretary at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, Florida 32207; or
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voting again in person before the polls close at the Annual Meeting.
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Q:
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HOW MANY VOTES ARE NEEDED TO HOLD THE MEETING?
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In order to conduct the Annual Meeting, a majority of the Common Stock outstanding as of the close of business on March 23, 2018 must be present, either in person or represented by proxy. All stock voted pursuant to properly submitted proxies and ballots, as well as abstentions and stock voted on a discretionary basis by banks or brokers in the absence of voting instructions from their customers, will be counted as present and entitled to vote for purposes of satisfying this requirement.
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Q:
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HOW MANY VOTES ARE NEEDED TO ELECT THE NOMINEES FOR DIRECTOR?
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The affirmative vote of a majority of the votes cast with respect to each nominee at the Annual Meeting is required to elect that nominee as a director. For this proposal, a majority of the votes cast means that the number of votes “FOR” a nominee must exceed the number of votes “AGAINST” a nominee. Abstentions will therefore not affect the outcome of director elections.
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Q:
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HOW MANY VOTES ARE NEEDED TO APPROVE THE “SAY ON PAY” PROPOSAL?
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The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required for approval, on an advisory basis, of the Say on Pay proposal. Abstentions will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will not affect the outcome of the proposal.
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Q:
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HOW MANY VOTES ARE NEEDED TO APPROVE THE FRENCH SUB-PLAN TO BE IMPLEMENTED UNDER THE RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN?
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A:
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The proposal to approve the French Sub-Plan to be implemented under the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan will be approved if the number of votes cast “FOR” the Plan exceeds the number of votes cast “AGAINST” it plus abstentions. As a result, abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes will not affect the outcome of the vote.
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Q:
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HOW MANY VOTES ARE NEEDED TO APPROVE THE RATIFICATION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM?
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The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of the Company's independent registered public accounting firm. Abstentions will have the same effect as a vote "AGAINST" this proposal. We do not anticipate that there will be any broker non-votes with regard to the proposal.
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Q:
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WILL ANY OTHER MATTERS BE VOTED ON?
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We do not expect any other matters to be considered at the Annual Meeting. However, if a matter not listed on the Internet Notice or proxy card is legally and properly brought before the Annual Meeting, the proxies will vote on the matter in accordance with their judgment of what they believe to be in the best interest of our stockholders. Under the Company’s bylaws, all stockholder proposals must have been received by December 8, 2017 to be
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Q:
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WHO WILL COUNT THE VOTES?
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Representatives of Broadridge will count the votes, however submitted. A Company representative will act as inspector of elections.
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Q:
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HOW WILL I LEARN THE RESULTS OF THE VOTING?
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We will announce the voting results of the proposals at the Annual Meeting and in a Form 8-K to be filed with the SEC no later than four business days following the Annual Meeting.
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Q:
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WHO PAYS THE COST OF THIS PROXY SOLICITATION?
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The Company pays the costs of soliciting proxies and has retained The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support. For these services, the Company will pay The Proxy Advisory Group, LLC a services fee and reimbursement of customary expenses, which are not expected to exceed $30,000 in the aggregate. The Company will also reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of the Common Stock. Additionally, directors, officers and employees may solicit proxies on behalf of the Company by mail, telephone, facsimile, email and personal solicitation. Directors, officers and employees will not be paid additional compensation for such services.
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Q:
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WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS DUE?
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A:
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For a stockholder proposal (other than a director nomination) to be considered for inclusion in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), the Company’s Corporate Secretary must receive the written proposal at our principal executive offices no later than the close of business on December 7, 2018. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. The submission of a proposal in accordance with these requirements does not guarantee we will include the proposal in our Proxy Statement or on our proxy card. Proposals should be addressed to:
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CORPORATE GOVERNANCE
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presiding at all meetings of the Board at which the Chairman/CEO is not present, including executive sessions and separate meetings of the independent directors
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serving as liaison between the Chairman/CEO and the independent directors
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approving meeting agendas for the Board
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approving information sent to the Board
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approving meeting schedules to assure there is sufficient time for discussion of all agenda items
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having the authority to call meetings of the independent directors
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if requested by major stockholders, ensuring he or she is available for consultation and direct communication
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Average Board member tenure is less than four years.
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Two of our nine directors (22%) in place during 2017 are diverse in terms of gender and race, with both being independent directors. Assuming Ms. Dill is elected to the Board, two of our directors will be gender diverse.
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We have a range of age diversity on our Board, with two of our 2017 directors being in their 50’s, five in their 60’s and two in their 70’s. Assuming Ms. Dill is elected to the Board, as well as considering Mr. Hepler’s appointment, commencing at the conclusion of the Annual Meeting on May 21, 2018, our Board will have one director in his 30’s, three in their 50’s, five in their 60’s, and one in his 70’s.
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Our CGPs preclude nomination of a candidate for director who has reached age 74.
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the Related Person’s relationship to the Company and interest in any transaction with the Company
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the material terms of a transaction with the Company, including the type and amount
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the benefits to the Company of any proposed or actual transaction
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the availability of other sources of comparable products and services that are part of a transaction with the Company; and
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if applicable, the impact on a director’s independence
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ITEM 1 - ELECTION OF DIRECTORS
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Charles Adair
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DeLyle Bloomquist
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Paul Boynton
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David Brown
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Julie Dill
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Mark Gaumond
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Matthew Hepler
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James Kirsch
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Thomas Morgan
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Lisa Palumbo
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Ron Townsend
(1)
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Public Company CEO
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X
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X
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X
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X
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Other Pubic Board Service
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X
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X
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X
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X
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X
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X
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X
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X
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X
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X
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Finance/Accounting
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X
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X
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X
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X
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X
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X
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Forest Products Industry
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X
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X
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X
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Chemical Industry
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X
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X
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X
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X
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Manufacturing/Distribution
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X
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X
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X
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X
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X
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X
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X
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Consulting/ Academic
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X
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X
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Government/Legal/ Regulatory
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X
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X
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X
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International Experience
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X
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X
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X
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X
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X
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X
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X
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Investor Relations/Communications
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X
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X
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X
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X
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Diversity
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X
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X
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X
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CHARLES E. ADAIR, Age 70
Director Since 2015
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Mr. Adair has been a partner of Cordova Ventures and Kowaliga Capital, Inc. (venture capital fund management companies) since 1993, where he serves as manager of venture capital funds. Mr. Adair was associated with Durr-Fillauer Medical, Inc. where he served in various capacities including President and Chief Operating Officer from 1973 to 1992. Mr. Adair serves on the Board of Directors of Tech Data Corporation and Torchmark Corporation. Mr. Adair also served on the Board of Directors of PSS World Medical, Inc. (“PSS”), from 2002 through February 2013, when PSS was acquired by McKesson Corp. Mr. Adair is a Certified Public Accountant (inactive) and holds a B.S. degree in Accounting from the University of Alabama.
Mr. Adair brings significant experience in public company governance as a director, financial management and accounting, as well as extensive distribution and global supply chain expertise. As a result, we believe he is particularly well suited to contribute to Board oversight of the Company’s governance and overall financial performance, auditing and its external auditors, and controls over financial reporting.
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JULIE A. DILL, Age 58
Director Since 2018
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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 completion of Spectra's merger with Enbridge, Inc. in February 2017. She previously served as the Group Vice President of Strategy for Spectra and the President and CEO of Spectra Energy Partners, LP from 2012 until 2013, and prior to that served as President of Union Gas Limited from 2007 until 2011. Previously, Ms. Dill served in various financial and operational roles with Duke Energy, Duke Energy International and Shell Oil Company. She is also a member of the Advisory Council for the College of Business and Economics at New Mexico State University. Ms. Dill serves on the Board of Directors of QEP Resources, Inc. and served on the Board of Directors of Spectra Energy Partners from 2012 to February 2017.
As a result of Ms. Dill’s experience as the President and CEO of a publicly-traded energy company, her strong financial background, investor relations and communications experience and her more than 35 years of experience in the energy industry, including in Canada, we believe she will provide valuable insight and knowledge to our Board’s oversight of the Company’s internal operations, investor relations and communications strategies.
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JAMES F. KIRSCH, Age 60
Director Since 2014
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Mr. Kirsch served as the Chairman, President and CEO of Ferro Corporation (a leading producer of specialty materials and chemicals) from 2006 to 2012. He joined Ferro in October 2004 as its President and Chief Operating Officer, was appointed CEO and Director in November 2005 and was elected Chairman in December 2006. Prior to that, from 2002 through 2004, he served as President of Quantum Composites, Inc. (a manufacturer of thermoset molding compounds, parts and sub-assemblies for the automotive, aerospace, electrical and HVAC industries). From 2000 through 2002, he served as President and director of Ballard Generation Systems and Vice President for Ballard Power Systems in Burnaby, British Columbia, Canada. Mr. Kirsch began his career with The Dow Chemical Company, where he spent 19 years and held various positions of increasing responsibility, including global business director of Propylene Oxide and Derivatives and Global Vice President of Electrochemicals. He formerly served as a director of Cliffs Natural Resources, Inc. from March 2010 to August 2014 and as the Executive Chairman from January 2014 to August 2014. He is a graduate of The Ohio State University.
Mr. Kirsch brings a wealth of senior management experience with major organizations with international operations, and has substantial experience in the areas of specialty materials and chemicals. As a former chairman, president and CEO of a NYSE-listed company, he brings considerable senior leadership experience to the Board and the committees thereof on which he serves.
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C. DAVID BROWN, II, Age 66
Director Since 2014
|
|
Mr. Brown is Chairman of Broad and Cassel (a law firm based in Orlando, Florida he joined in 1980), a position he has held since 2000. Previously, he served as Managing Partner of the firm’s Orlando office from 1990. Mr. Brown serves on the Board of Directors of CVS Health Corporation and as Vice Chairman of the Board of Orlando Health, a not-for-profit healthcare network. Mr. Brown formerly served as a director of Rayonier Inc. (November 2006 through June 2014), ITT Educational Services (April 2015 through September 2016), Old Florida National Bank, N.A. (January 2005 through February 2015), and as Chairman of the Board of Trustees for the University of Florida through January 2015. He holds bachelor’s and juris doctorate degrees from the University of Florida.
Over a 37-year legal career, Mr. Brown has developed and demonstrated extensive expertise in public company corporate governance, strategy and finance, as well as extensive experience in structuring corporate transactions, both domestically and internationally. We believe his experience and expertise facilitate our Board’s oversight of our corporate strategy, capital structure and commercial transactions.
|
|
THOMAS I. MORGAN, Age 64
Director Since 2014
|
|
Mr. Morgan is a Senior Adviser to AEA Investors (a New York private equity firm). He was formerly a partner and Lead Director of the Advisory Board of BPV Capital Management LLC (an investment manager of mutual funds) from April 2013 to May 2016. Mr. Morgan also served as the Chairman of Baker & Taylor, Inc. (a leading distributor of books, videos and music products to libraries, institutions and retailers) from July 2008 to January 2014, and served as the CEO from 2008 to 2012. Mr. Morgan also served as the CEO of Hughes Supply Inc. (a diversified wholesale distributor of construction, repair and maintenance-related products) from 2003 to 2006, as President from 2001 to 2006, and as Chief Operating Officer from 2001 to 2003. Previously, he served as CEO of EnfoTrust Network, Value America and US Office Products. He also served for 22 years at Genuine Parts Company in positions of increasing responsibility from 1975 to 1997. Mr. Morgan is a director of Tech Data Corporation. He formerly served as a director of ITT Educational Services, Inc. (January 2013 to September 2016), Rayonier Inc. (January 2012 to June 2014) and as a director of Baker & Taylor, Inc. and Waste Management, Inc. Mr. Morgan holds a bachelor’s degree in Business Administration from the University of Tennessee.
Mr. Morgan brings both public and private company leadership and public company CEO experience and a deep understanding of distribution and global supply chain management. As a result, we believe he is particularly well suited to contribute to Board oversight of overall management and governance issues and our global performance fibers business.
|
|
LISA M. PALUMBO, Age 60
Director Since 2014
|
|
Ms. Palumbo served as the Senior Vice President, General Counsel and Secretary of Parsons Brinckerhoff Group Inc. (a global consulting firm providing planning, design, construction and program management services for critical infrastructure projects) from 2008 until her retirement in January 2015. Prior to that, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of EDO Corporation (a defense technology company) from 2002 to 2008. In 2001, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of Moore Corporation; from 1997 to 2001 she served as 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 for Avnet, Inc. (a global distributor of technology products). Ms. Palumbo holds bachelor’s and juris doctorate degrees from Rutgers University.
With over 27 years of legal experience with international, public and private companies, Ms. Palumbo brings substantial expertise in the areas of law, corporate governance, enterprise risk management, health and safety and compliance. We believe this experience and expertise, together with her prior experience as the General Counsel of Rayonier, uniquely qualify her to contribute to the Board regarding the Company’s business and to assist with the Board’s oversight of the Company’s risk management, legal and compliance responsibilities.
|
|
DE LYLE W. BLOOMQUIST, Age 59
Director Since 2014
|
|
Mr. Bloomquist retired in March 2015 as the 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 (which was acquired by Tata Chemicals 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 Crystal Peak Minerals Inc. f/k/a EPM Mining Ventures Inc., Huber Engineered Materials, Gran Colombia Gold Inc. and PDS Biotechnology Corporation. From July 2016 to July 2017 Mr. Bloomquist also served as a director of Costa Farms, Inc. He also serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University. Mr. Bloomquist is a graduate of Brigham Young University and holds an MBA from Carnegie Mellon University.
Mr. Bloomquist has over 25 years of domestic and international experience in the chemicals industry, including in the areas of finance, sales, logistics, operations, IT, strategy and business development, as well as CEO and other senior leadership experience. We believe Mr. Bloomquist’s depth and breadth of experience and expertise in the chemicals industry makes him particularly well suited to assist the Board with operational and strategic decisions about the Company’s business.
|
|
PAUL G. BOYNTON, Age 53
Director Since 2014
|
|
Mr. Boynton is Chairman, President and CEO of the Company, a position he has held since June 2014. Previously he held a number of positions of increasing responsibility with Rayonier Inc., including Senior Vice President, Performance Fibers from 2002 to 2008, Senior Vice President, Performance Fibers and Wood Products from 2008 to 2009, Executive Vice President, Forest Resources and Real Estate from 2009 to 2010, President and Chief Operating Officer from 2010 to 2011, President and CEO from January 2012 to May 2012 and Chairman, President and CEO from May 2012 to June 2014. Mr. Boynton joined Rayonier Inc. as Director, Specialty Pulp Marketing and Sales in 1999. Prior to joining Rayonier Inc., he held positions with 3M Corporation from 1990 to 1999, including as Global Brand Manager, 3M Home Care Division. Mr. Boynton serves on the Board of Directors of The Brink’s Company, is also a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement, a member of the Board of Directors of the National Association of Manufacturers and a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch. From 2012 until 2014 Mr. Boynton also served as a director of Rayonier Inc. He holds a bachelor’s degree in Mechanical Engineering from Iowa State University, an MBA from the University of Iowa and graduated from the Harvard University Graduate School of Business Advanced Management Program.
As a result of Mr. Boynton’s service as the Company’s President and CEO, and his prior service as an officer and director of Rayonier Inc., he has developed valuable business, management and leadership experience, as well as extensive knowledge of the Company and long-standing relationships with its major customers. We believe this experience, together with his marketing and engineering background, make Mr. Boynton uniquely well suited to help lead the Board’s considerations of strategic and operational decisions and manage the Company’s business.
|
|
MARK E. GAUMOND, Age 67
Director Since 2014
|
|
Mr. Gaumond is the former Americas Senior Vice Chair - Markets of Ernst & Young (a global leader in assurance, tax, transaction and advisory services), a position he held from 2006 to 2010. Previously he served as Ernst & Young’s Managing Partner, San Francisco from 2003 to 2006 and as an audit partner on several major clients. Prior to joining Ernst & Young, Mr. Gaumond was a Managing Partner with Arthur Andersen from 1994 to 2002 and a partner in the firm’s audit practice from 1986 to 1994. Mr. Gaumond serves on the Boards of Directors of Booz Allen Hamilton Holding Corporation, First American Funds, the Fishers Island Development Corporation and the Walsh Park Benevolent Corporation. He formerly served as a director of Cliffs Natural Resources, Inc. from July 2013 to September 2014, Rayonier Inc. from November 2010 to June 2014, and is a former trustee of the California Academy of Sciences. Mr. Gaumond holds a bachelor’s degree from Georgetown University, College of Arts and Sciences and an MBA from the Leonard N. Stern School of Business, New York University. In addition, Mr. Gaumond is a member of The American Institute of Certified Public Accountants.
Mr. Gaumond has 35 years of managerial, financial and accounting experience working extensively with senior management, audit committees and boards of directors of public companies. We believe Mr. Gaumond’s experience and financial expertise allow him to significantly contribute to our Board’s oversight of the Company’s overall financial performance, auditing and its external auditors, and controls over financial reporting.
|
|
MATTHEW P. HEPLER, Age 38
Director Since 2018
|
|
Mr. Hepler is currently a Partner at Marcato Capital Management L.P. (“Marcato”), a hedge fund. Prior to joining Marcato in March, 2016, Mr. Hepler was a partner at Red Mountain Capital Partners LLC, an investment firm, from March 2015 to December 2015, and was a Managing Director at Relational Investors LLC from 2008 until 2015 where he led the firm’s research team focusing on the industrials and materials sector. Prior to joining Relational Investors in 2008, he spent six years as a Vice President in the investment banking division of Credit Suisse. Mr. Hepler began his career as an analyst in the technology investment banking group at Robertson Stephens. Mr. Hepler serves on the Board of Directors of Terex Corporation.
Mr. Hepler has strong knowledge of the chemical industry, manufacturing, capital markets and investment community interests and strategies. He has experience executing value-enhancing initiatives through active engagement with portfolio companies in which his firms have invested. As a result, we believe Mr. Hepler provides insight and knowledge to the Board on matters of importance to many of the Company’s more significant stockholders.
|
Name
|
Title
|
Paul G. Boynton
|
Chairman, President and CEO
|
Frank A. Ruperto
|
Chief Financial Officer and Senior Vice President, Finance and Strategy
|
Michael R. Herman
|
Senior Vice President, General Counsel and Corporate Secretary
|
William R. Manzer
|
Senior Vice President, Manufacturing Operations
|
James L. Posze, Jr.
|
Senior Vice President, Human Resources
|
•
|
Our stockholders enjoyed a 35% total return for the year.
|
•
|
We closed on the acquisition of Tembec Inc. on November 17, 2017. This acquisition not only more than doubles our revenue, but is also immediately accretive to cash flows and earnings. The transaction also brought significant additional scale and diversity to our Cellulose Specialties business with the addition of Tembec Inc.’s leading global ethers position. In connection with the acquisition, we are targeting achievement of $75 million of synergies within three years.
|
•
|
Our employees achieved $30 million in sustainable savings through Cost Transformation in 2017. As a result, total cost reductions since 2015 now total $115 million.
|
•
|
We upgraded our product portfolio and better aligned our assets and product offerings to the market. The acquisition of Tembec Inc. increased our Cellulose Specialties production lines from three in the U.S. to a total of five lines located in the U.S., Canada and France.
|
•
|
Annual Corporate Bonus Program
refers to the annual cash incentive program that we generally establish at the beginning of each year. Under this program, our eligible employees, including our NEOs, can earn cash bonuses based on performance during the year. When we use the term
bonus
, we are referring to cash bonus awards paid under our 2017 Annual Corporate Bonus Program.
|
•
|
The term
Equity Incentive Program
generally refers to equity awards granted on an annual basis under our Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan, which we sometimes refer to as our
Equity Incentive Plan.
|
•
|
When we use the term performance
metrics
or
goals
, we are referring to pre-established performance goals, which may be based on financial, strategic or individual performance objectives, that must be reached under our Annual Corporate Bonus Program and our performance share awards in order to earn any bonus or shares of Company stock with respect to these awards.
|
•
|
The terms
target
,
threshold
and
maximum
are used in the context of our Annual Corporate Bonus Program and our Equity Incentive Program performance share awards granted and describe the levels of performance that must be met with respect to the applicable performance metrics to earn specified payout amounts under these awards.
|
◦
|
The term
target
refers to the amount an employee would earn under our Annual Corporate Bonus Program and our Equity Incentive Program performance share awards if the applicable performance metrics are achieved at a level that is consistent with our performance metrics set by our Compensation Committee for 2017.
|
◦
|
The term
threshold
refers to the minimum amount an employee would earn under the applicable program/award for performance achievement at a specified level below our target.
|
◦
|
The term
maximum
refers to the maximum amount an employee would earn under the applicable program/award for performance achievement at or above a specified performance metric above target.
|
What We Do
|
What We Don’t Do
|
||
|
Heavy emphasis on at-risk performance-based compensation
|
|
No “single trigger” change-in-control (CIC) cash payments or equity acceleration
|
|
70% of annual long-term incentives vesting based upon performance
|
|
No tax gross ups
|
|
Rigorous stock ownership guidelines
|
|
No option repricing
|
|
Clawback provisions in equity plan
|
|
No hedging or pledging of Company securities by executives
|
|
Independent compensation consultant
|
|
No NEO employment agreements
|
|
Risk assessment performed annually
|
|
No significant perquisites
|
•
|
Stockholder alignment - Executives should be compensated through pay elements designed to create long-term value for our stockholders, as well as foster a culture of ownership.
|
•
|
Competitiveness - Target compensation should be set at a level that is competitive with that being offered to individuals holding comparable positions at the companies with which we compete for business and leadership talent.
|
Pay Element
|
How It Is Paid
|
Purpose
|
Base Salary
|
Cash (Fixed)
|
Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
|
Short-Term Incentives (Annual Corporate Bonus Program)
|
Cash (At Risk)
|
Focus executives on achieving annual financial and strategic objectives that drive stockholder value
|
Long-Term Incentives (Equity Incentive Program)
|
Equity (Variable; At Risk)
|
Provide incentives for executives to execute on longer-term financial goals that drive stockholder value creation and support the Company’s executive retention strategy; align stockholder and executive’s interests
|
•
|
budgeted levels for annual salary and equity adjustments
|
•
|
the executive’s level of responsibility
|
•
|
the executive’s experience and breadth of knowledge
|
•
|
the executive’s individual performance as assessed through annual performance reviews
|
•
|
the executive’s role in management continuity and development plans
|
•
|
the perceived retention risk
|
•
|
internal pay equity factors (that is, relative pay differences among our NEOs)
|
NEO
|
Threshold Award
(as a % of Base Salary)
|
Target Awards
(as a % of Base Salary)
|
Maximum Award
(as a % of Base Salary)
|
Paul G. Boynton
|
16.0%
|
100%
|
200%
|
Frank A. Ruperto
|
9.8%
|
61%
|
122%
|
Michael R. Herman
|
9.8%
|
61%
|
122%
|
William R. Manzer
|
8.1%
|
51%
|
102%
|
James L. Posze, Jr.
|
8.1%
|
51%
|
102%
|
Performance Level
|
Level of Performance
|
Bonus Pool Funding (% of Payout
3
)
|
Below Threshold
|
<85%
|
—
|
Threshold
|
85%
|
20%
|
Target (Budget)
|
100%
|
100%
|
Maximum
|
≥120%
|
200%
|
Why We Use Adjusted EBITDA and Adjusted Free Cash Flow
The Compensation Committee selected these financial metrics due to the importance of earnings and cash generation to the achievement of Rayonier Advanced Materials’ objectives referred to as our “Four Strategic Pillars,” as well as the importance investors place on these financial measures. |
Metrics
|
Weighting
|
Level of Performance Achieved (as a % of Target)
|
Bonus Pool Funding (% of Payout)
|
Strategic Objectives
|
20%
|
140%
|
28%
|
NEO
|
Financial Objectives (80%)
|
Strategic Objectives (20%)
|
Individual Adjustment (+/-)%
|
Total Bonus Payout ($)
6
|
Paul G. Boynton
|
$1,060,000
|
$265,000
|
27%
|
$1,325,000
|
Frank A. Ruperto
|
$276,000
|
$69,000
|
20%
|
$345,000
|
Michael R. Herman
|
$208,000
|
$52,000
|
—%
|
$260,000
|
William R. Manzer
|
$152,000
|
$38,000
|
(8)%
|
$175,000
|
James L. Posze, Jr.
|
$140,000
|
$35,000
|
—%
|
$175,000
|
•
|
Seventy percent (70%) in the form of
performance shares
. Performance shares are earned and vest based on the achievement of ROIC financial metrics, which are pre-established at the time of grant for each of the one-year periods within the three-year performance period, with final payout subject to potential
|
•
|
Thirty percent (30%) in the form of
time-based restricted stock
. Restricted stock is subject to three-year cliff vesting and becomes fully vested on the third anniversary of the grant date, subject to continued employment
.
|
NEO
|
Performance Based
|
Time-Based Restricted
|
Total Target Value
|
Paul G. Boynton
|
$1,960,000
|
$840,000
|
$2,800,000
|
Frank A. Ruperto
|
$630,000
|
$270,000
|
$900,000
|
Michael R. Herman
|
$490,000
|
$210,000
|
$700,000
|
William R. Manzer
|
$280,000
|
$120,000
|
$400,000
|
James L. Posze, Jr.
|
$262,500
|
$112,500
|
$375,000
|
1.
|
The aggregate dollar value of the total Equity Incentive Program award opportunity for the executive approved by the Compensation Committee, or for Mr. Boynton, the independent directors
|
2.
|
The Compensation Committee’s allocation of the total value between restricted stock awards and performance share awards
|
3.
|
The value of a restricted stock award and performance share award calculated at the grant date of March 1, 2017, using the average close price from the ten trading days prior to March 1, 2017
|
ROIC Level for 2017
|
Award Payout (as % of Target)
|
13.8% or greater
|
200%
|
Greater than 11.3%, but less than 13.8%
|
100%, plus 4.00% for each incremental 0.1% ROIC over 11.3%
|
Greater than or equal to 10.8%, but less than 11.3%
|
100%
|
Greater than 8.3%, but less than 10.8%
|
30%, plus 2.8% for each incremental 0.1% ROIC over 8.3%
|
Equal to 8.3%
|
30%
|
If relative TSR attainment is...
|
Then the aggregate Equity Incentive Program award is...
|
At or below the 25th percentile
|
Adjusted down by 25%
|
Greater than or equal to the 25th percentile, but less than the 75th percentile
|
No adjustment
|
At or above the 75th percentile
|
Increased by 25%
|
Title
|
Multiple of Base Salary
|
Chairman, President & CEO
|
6.0x
|
Executive Vice President
|
3.0x
|
Chief Financial Officer
|
3.0x
|
Senior Vice President
|
2.0x
|
Vice President
|
1.0x
|
•
|
the Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees (“401(k) Plan”)
|
•
|
the Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (“Excess Savings and Deferred Compensation Plan”)
|
•
|
the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc. (the “Retirement Plan”) for those employees hired before January 1, 2006
|
•
|
the Rayonier Advanced Materials Inc. Excess Benefit Plan (“Excess Retirement Plan”) for employees hired before January 1, 2006
|
•
|
the Rayonier Advanced Materials Inc. Salaried Pre-65 Retiree Medical Plan (the “Pre-65 Retiree Medical Plan”) for those employees hired before January 1, 2006
|
•
|
Executive Physical Program
- Each executive-level employee is encouraged to have a physical examination every other year until age 50, and every year after 50.
|
•
|
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 for 2017 was $25,000 for Mr. Boynton and $10,000 for all other participants.
|
Thomas I. Morgan,
Chair
|
Mark E. Gaumond
|
C. David Brown, II
|
Ronald Townsend
|
De Lyle W. Bloomquist
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($) (1)(2)
|
|
Option Awards ($)(1)
|
|
Non-Equity Incentive Plan Compensation ($)(3)
|
|
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4)
|
|
All Other Compensation ($)(5)
|
|
Total ($)
|
Paul G. Boynton
|
|
2017
|
|
951,000
|
|
—
|
|
3,119,589
|
|
—
|
|
1,325,000
|
|
2,477,194
|
|
99,224
|
|
7,972,007
|
Chairman, President and
|
|
2016
|
|
927,000
|
|
—
|
|
2,999,793
|
|
—
|
|
1,715,000
|
|
1,439,992
|
|
77,780
|
|
7,159,565
|
Chief Executive Officer
|
|
2015
|
|
913,500
|
|
—
|
|
2,780,071
|
|
—
|
|
1,450,000
|
|
559,993
|
|
69,734
|
|
5,773,298
|
Frank A. Ruperto
|
|
2017
|
|
430,000
|
|
—
|
|
1,002,727
|
|
—
|
|
345,000
|
|
—
|
|
48,751
|
|
1,826,478
|
Chief Financial Officer and Senior Vice
|
|
2016
|
|
415,000
|
|
—
|
|
1,074,624
|
|
—
|
|
470,000
|
|
—
|
|
258,306
|
|
2,217,930
|
President, Finance and Strategy
|
|
2015
|
|
390,625
|
|
—
|
|
913,581
|
|
—
|
|
380,000
|
|
—
|
|
22,803
|
|
1,707,009
|
Michael R. Herman
|
|
2017
|
|
387,500
|
|
—
|
|
779,908
|
|
—
|
|
260,000
|
|
509,489
|
|
28,672
|
|
1,965,569
|
Senior Vice President, General Counsel
|
|
2016
|
|
380,000
|
|
—
|
|
768,198
|
|
—
|
|
430,000
|
|
280,053
|
|
33,991
|
|
1,892,242
|
and Corporate Secretary
|
|
2015
|
|
375,500
|
|
—
|
|
815,116
|
|
—
|
|
365,000
|
|
100,735
|
|
29,452
|
|
1,685,803
|
William R. Manzer
|
|
2017
|
|
337,500
|
|
—
|
|
445,652
|
|
—
|
|
175,000
|
|
—
|
|
20,178
|
|
978,330
|
Senior Vice President,
|
|
2016
|
|
300,250
|
|
—
|
|
522,272
|
|
—
|
|
285,000
|
|
—
|
|
24,452
|
|
1,131,974
|
Manufacturing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James L. Posze Jr.
|
|
2017
|
|
304,000
|
|
—
|
|
417,799
|
|
—
|
|
175,000
|
|
—
|
|
40,192
|
|
936,991
|
Senior Vice President,
|
|
2016
|
|
294,000
|
|
—
|
|
411,532
|
|
—
|
|
280,000
|
|
—
|
|
38,254
|
|
1,023,786
|
Human Resources
|
|
2015
|
|
289,500
|
|
—
|
|
520,256
|
|
—
|
|
235,000
|
|
—
|
|
36,657
|
|
1,081,413
|
(1)
|
Represents the aggregate grant date fair value for performance share awards and restricted stock awards computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in the “Incentive Stock Plans” sections in the notes to our financial statement included in our Annual Reports on Form 10-K for 2017, 2016 and 2015.
|
(2)
|
The grant date fair value of awards subject to performance conditions, as reported in footnote (1), is computed based on probable outcome of the performance condition as of the grant date for the award. The following amounts reflect the grant date award value assuming maximum performance is achieved under the 2017 performance share awards : for Mr. Boynton, $5,117,859; Mr. Ruperto, $1,645,028; Mr. Herman, $1,279,481; Mr. Manzer, $731,127 and Mr. Posze, $685,434.
|
(3)
|
Amounts under the “Non-Equity Incentive Plan Compensation” column represent bonus awards under our 2017, 2016 and 2015 Annual Corporate Bonus Programs discussed in the CD&A.
|
(4)
|
Represents the annual change in actuarial present value of the participant’s pension benefit under Rayonier Advanced Materials’ retirement plans and above market interest on non-qualified deferred compensation in 2017.
|
|
Paul G. Boynton
|
|
Frank A. Ruperto
|
|
Michael R. Herman
|
|
William R. Manzer
|
|
James L.
Posze Jr. |
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
Financial/tax planning services
(1)
|
56,806
|
|
—
|
|
10,000
|
|
—
|
|
10,000
|
Life insurance premiums
|
1,229
|
|
659
|
|
594
|
|
515
|
|
466
|
401(k) Plan company contributions
|
10,800
|
|
10,800
|
|
10,800
|
|
1,808
|
|
10,197
|
401(k) Retirement contribution/Enhanced Match
|
—
|
|
8,100
|
|
—
|
|
8,100
|
|
8,100
|
Cell Phone Stipend
|
360
|
|
360
|
|
360
|
|
360
|
|
360
|
Excess Savings Plan company contributions
|
22,485
|
|
21,842
|
|
5,019
|
|
7,508
|
|
11,068
|
Executive annual physical
|
4,934
|
|
2,335
|
|
1,640
|
|
1,887
|
|
—
|
Wellness
|
—
|
|
—
|
|
259
|
|
—
|
|
—
|
Payment of accrued dividends
|
2,610
|
|
4,655
|
|
—
|
|
—
|
|
—
|
Total
|
99,224
|
|
48,751
|
|
28,672
|
|
20,178
|
|
40,192
|
•
|
Median Employee total annual compensation: $83,104
|
•
|
CEO total annual compensation: $7,972,007
|
•
|
Ratio of CEO total annual compensation to Median Employee Compensation: 96:1
|
Name
|
|
Grant Date
|
|
Approval Date (1)
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (3)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(4)
|
|
Grant Date Fair Value of Stock and Option Awards ($) (5)
|
||||||||
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
||||||||
Paul G. Boynton
|
|
|
|
12/15/2016
|
|
156,000
|
|
975,000
|
|
1,950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
45,866
|
|
152,886
|
|
382,215
|
|
|
|
2,242,236
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,523
|
|
877,353
|
Frank A. Ruperto
|
|
|
|
12/15/2016
|
|
43,432
|
|
271,450
|
|
542,900
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
14,473
|
|
49,142
|
|
122,855
|
|
|
|
720,720
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,061
|
|
282,007
|
Michael R. Herman
|
|
|
|
12/15/2016
|
|
38,552
|
|
240,950
|
|
481,900
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
11,467
|
|
38,222
|
|
95,555
|
|
|
|
560,566
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,381
|
|
219,342
|
William R. Manzer
|
|
|
|
12/15/2016
|
|
29,784
|
|
186,150
|
|
372,300
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
6,552
|
|
21,841
|
|
54,603
|
|
|
|
320,322
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,360
|
|
125,330
|
James L. Posze Jr.
|
|
|
|
12/15/2016
|
|
25,622
|
|
160,140
|
|
320,280
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
6,143
|
|
20,476
|
|
51,190
|
|
|
|
300,302
|
|
|
3/1/2017
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,775
|
|
117,497
|
(1)
|
2017 Equity Incentive Program award grants were approved in December 2016 and the grant date reflects the date on which the Compensation Committee approved the applicable performance measures. The number of shares granted were determined as of March 1, 2017, using the average close price from the ten trading days prior to March 1, 2017. For the Non-Equity Incentive Plan Awards, the approval date reflects the date on which the Compensation Committee approved the 2017 Annual Corporate Bonus Program.
|
(2)
|
Reflects potential bonus awards under the 2017 Annual Corporate Bonus Program. Awards can range from 0% to 200% of the target bonus award. See the “2017 Annual Corporate Bonus Program” section of the CD&A. The actual amount earned by each named executive officer for 2017 is reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. The applicable performance measures for the 2017 Annual Corporate Bonus Program were approved on December 15, 2016.
|
(3)
|
Reflects potential payouts, in number of shares, under the 2017 performance share awards, which is part of the overall 2017 Equity Incentive Program. Awards can range from 0% to 200% of the target award based on ROIC performance plus a potential additional 25% based on the cumulative TSR modifier. Please refer to the “A Closer Look at Performance Shares” section of the CD&A.
|
(4)
|
Reflects time-based restricted stock grant awards for 2017, granted as part of our 2017 Equity Incentive Program, which vest and become exercisable on the third anniversary of the grant date.
|
(5)
|
Reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. For performance shares, the grant date fair value is computed using the Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award to determine the fair market value.
|
Name
|
|
Option Awards (4)
|
|
Stock Awards (4)
|
||||||||||||||||||||||||
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
|
|
Option Exercise Price ($)
|
|
Option Grant Date
|
|
Option Expiration Date
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(1)
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($) (3)
|
|
Equity Incentive Plan Awards
|
|||||||||||
|
Stock Award Grant Date
|
|
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
|
||||||||||||||||||||||
Paul G. Boynton
|
|
20,091
|
|
|
—
|
|
|
36.5528
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
13,986
|
|
|
—
|
|
|
45.2121
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
13,774
|
|
|
—
|
|
|
38.1593
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
7,523
|
|
|
—
|
|
|
31.8108
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
8,957
|
|
|
—
|
|
|
24.2426
|
|
1/4/2010
|
|
1/3/2020
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
14,767
|
|
|
—
|
|
|
17.3358
|
|
1/2/2009
|
|
1/1/2019
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
9,799
|
|
|
—
|
|
|
26.6823
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
43,922
|
|
|
$
|
898,205
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
121,563 (5)(a)
|
|
|
$
|
2,485,963
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
65,523
|
|
|
$
|
1,339,945
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
|
|
|
|
204,968
|
|
|
$
|
4,191,596
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
180,000 (5)(b)
|
|
|
$
|
3,681,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
180,000 (5)(c)
|
|
|
$
|
3,681,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
207,294 (5)(d)
|
|
|
$
|
4,239,162
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
|
|
|
|
305,772
|
|
|
$
|
6,253,037
|
|
|||||
Frank A. Ruperto
|
|
4,173
|
|
|
—
|
|
|
39.4393
|
|
3/31/2014
|
|
3/31/2024
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2014
|
|
726 (6)
|
|
|
$
|
14,847
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
9,982
|
|
|
$
|
204,132
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
12,500 (7)
|
|
|
$
|
255,625
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
20,000 (8)
|
|
|
$
|
409,000
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
36,903
|
|
|
$
|
754,666
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
21,061
|
|
|
$
|
430,697
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
|
|
|
|
46,584
|
|
|
$
|
952,643
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
123,097 (9)(a)
|
|
|
$
|
2,517,334
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
49,117 (9)(b)
|
|
|
$
|
1,004,443
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
|
|
|
|
98,284
|
|
|
$
|
2,009,908
|
|
|||||
Michael R. Herman
|
|
4,327
|
|
|
—
|
|
|
36.5528
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
3,263
|
|
|
—
|
|
|
45.2121
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
3,850
|
|
|
—
|
|
|
38.1593
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
4,581
|
|
|
—
|
|
|
31.8108
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
5,981
|
|
|
—
|
|
|
24.2426
|
|
1/4/2010
|
|
1/4/2020
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
7,347
|
|
|
—
|
|
|
26.6823
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
9,317
|
|
|
$
|
190,533
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
10,000 (7)
|
|
|
$
|
204,500
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
30,390
|
|
|
$
|
621,476
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
16,381
|
|
|
$
|
334,991
|
|
|
|
|
|
Name
|
|
Option Awards (4)
|
|
Stock Awards (4)
|
||||||||||||||||||||||||
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
|
|
Option Exercise Price ($)
|
|
Option Grant Date
|
|
Option Expiration Date
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(1)
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($) (3)
|
|
Equity Incentive Plan Awards
|
|||||||||||
|
Stock Award Grant Date
|
|
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
|
|
|
|
43,478
|
|
|
$
|
889,125
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
141,822
|
|
|
$
|
2,900,260
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
|
|
|
|
76,444
|
|
|
$
|
1,563,280
|
|
|||||
William R. Manzer
|
|
1,390
|
|
|
—
|
|
|
36.5528
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
1,047
|
|
|
—
|
|
|
45.2121
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
1,102
|
|
|
—
|
|
|
38.1593
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
655
|
|
|
—
|
|
|
33.0651
|
|
1/24/2011
|
|
1/24/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
4,991
|
|
|
$
|
102,066
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
6,250
|
|
|
$
|
127,813
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
13,024
|
|
|
$
|
266,341
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
5/23/2016
|
|
15,000 (8)
|
|
|
$
|
306,750
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
9,360
|
|
|
$
|
191,412
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
|
|
|
|
9,982
|
|
|
$
|
204,132
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
60,780
|
|
|
$
|
1,242,951
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
|
|
|
|
43,682
|
|
|
$
|
893,297
|
|
|||||
James L. Posze Jr.
|
|
2,163
|
|
|
—
|
|
|
36.5528
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
1,399
|
|
|
—
|
|
|
45.2121
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
828
|
|
|
—
|
|
|
38.1593
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
729
|
|
|
—
|
|
|
31.8108
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
4,658
|
|
|
$
|
95,256
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
10,000 (7)
|
|
|
$
|
204,500
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
16,280
|
|
|
$
|
332,926
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
8,775
|
|
|
$
|
179,449
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2015
|
|
|
|
|
|
21,740
|
|
|
$
|
444,583
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
|
|
|
|
75,976
|
|
|
$
|
1,553,709
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2017
|
|
|
|
|
|
40,952
|
|
|
$
|
837,468
|
|
(1)
|
Option awards vest and become exercisable in one-third increments on the first, second and third anniversaries of the grant date. Restricted stock awards and cash-settled stock unit awards vest on the third anniversary of the grant date, except as described in footnote (5) below.
|
(2)
|
Represents performance share and cash-settled performance stock unit awards granted in 2015, 2016 and 2017, with a 36-month performance period. These awards are immediately vested following the completion of the performance period upon determination of the amount earned, if any. Under the terms of our performance share awards, the actual award value can range from zero to 200% of target, with up to an additional 25% under our TSR modifier measured cumulatively over the three-year performance period. See the “A Closer Look at Performance Shares” section of the CD&A. The amounts reported here for the 2015 performance shares reflect the amount earned for the performance period ending December 31, 2017 as discussed in the CD&A. The amounts reported here for 2016 and 2017 awards assume maximum performance achievement, but the amounts actually earned pursuant to these awards, if any, will not be determined until following the end of the respective performance periods on December 31, 2018 and December 31, 2019.
|
(3)
|
Value based on the December 29, 2017 closing stock price of Rayonier Advanced Materials stock of $20.45.
|
(4)
|
Share amounts and option exercise prices shown have been adjusted to reflect a June 2014 valuation adjustment due to our 2014 spinoff from our former parent company.
|
(5)
|
For his 2016 Equity Incentive Program award, Mr. Boynton is subject to an annual 180,000 Common Stock share limit provided in the Equity Incentive Plan document in effect at the time of the grant. Therefore, his 2016 Equity Incentive Program award is capped at 180,000 performance shares with the balance of his performance-based award made in the form of cash-settled performance stock units, which are subject to the same performance and vesting conditions as the performance shares, and the time-based portion of his 2016 Equity Incentive Program grant was made in the form of cash-settled stock units which track our stock price and are subject to the same three-year cliff vesting as our time-based restricted shares. All cash-settled unit awards were made outside of the Equity Incentive Plan document in effect at the time of the grant. The amount referenced as (a) represents Mr. Boynton’s time-based cash-settled stock units. The amount referenced as (b) represents the portion of Mr. Boynton’s 2016 Equity Incentive Program performance share award that will be settled in shares of RYAM stock assuming maximum performance achievement; no more than 180,000 shares of RYAM stock may be issued to Mr. Boynton pursuant to this award. The amount referenced as (c) represents the portion of Mr. Boynton’s performance share award that will be settled in cash assuming maximum performance achievement. The amount referenced as (d) represents Mr. Boynton’s cash-settled performance stock units, subject to the same performance and vesting conditions as the performance shares. Actual amounts earned pursuant to performance-based awards will not be determined until following the end of the three-year performance period ending December 31, 2018 based on actual performance achievement.
|
(6)
|
Represents Mr. Ruperto’s sign-on restricted stock grant, 40% of which vested on the second anniversary of the grant date and the remaining 60%
of which is scheduled to vest in equal increments over the following three anniversaries of the grant date.
|
(7)
|
Represents a retention award in the form of a restricted stock grant which vests on the fourth anniversary of the grant date.
|
(8)
|
For Mr. Ruperto, represents a retention award in the form of a restricted stock grant which vests on the third anniversary of the grant date. For Mr. Manzer, represents a restricted stock grant in respect of a promotion, which vests on the fourth anniversary of the grant date.
|
(9)
|
For his 2016
Equity Incentive Program
award, Mr. Ruperto is subject to an annual 180,000 Common Stock share limit provided in the Equity Incentive Plan document, which was in effect at the time of the grant.
The amount referenced as (a) represents the portion of Mr. Ruperto’s 2016 Equity Incentive Program performance share award that will be settled in shares of RYAM stock assuming maximum performance achievement; no more than 123,097 shares of RYAM stock may be issued to Mr. Ruperto pursuant to this award. The amount referenced as (b) represents the portion of Mr. Ruperto’s performance share award that will be settled in cash assuming maximum performance achievement. Actual amounts earned pursuant to performance-based awards will not be determined until following the end of the three-year performance period ending December 31, 2018 based on actual performance achievement.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)(1)
|
|
Value Realized on Vesting ($)
|
Paul G. Boynton
|
|
—
|
|
—
|
|
—
|
|
—
|
Frank A. Ruperto
|
|
—
|
|
—
|
|
363
|
|
4,882
|
Michael R. Herman
|
|
—
|
|
—
|
|
—
|
|
—
|
William R. Manzer
|
|
—
|
|
—
|
|
—
|
|
—
|
James L. Posze Jr.
|
|
—
|
|
—
|
|
—
|
|
—
|
Name (1)
|
|
Plan Name
|
|
Number of Years Credited Service (#)
|
|
Present Value of Accumulated Benefit ($) (2)
|
|
Payments During Last Fiscal Year ($)
|
|||
Paul G. Boynton
|
|
Rayonier Advanced Materials Salaried Plan
|
|
18.7
|
|
|
$
|
1,026,302
|
|
|
—
|
|
|
Rayonier Advanced Materials Excess Benefit Plan
|
|
18.7
|
|
|
$
|
7,774,960
|
|
|
—
|
Michael R. Herman
|
|
Rayonier Advanced Materials Salaried Plan
|
|
14.3
|
|
|
$
|
775,196
|
|
|
—
|
|
|
Rayonier Advanced Materials Excess Benefit Plan
|
|
14.3
|
|
|
$
|
1,542,509
|
|
|
—
|
(1)
|
Messrs. Ruperto, Manzer and Posze are not participants in our defined benefit pension plans.
|
(2)
|
Determined using the assumptions that applied for FASB ASC Topic 715-30 disclosure as of December 31, 2017. These assumptions include the 2014 Mercer MILES Mortality Table and Mortality Improvement Scale and an interest rate of 3.70%. Employees are assumed to retire at the earliest age that they will be eligible for an unreduced pension (i.e. age 60 and 15 years of service or age 65). None of our NEOs are currently eligible for an unreduced pension. Mortality is assumed from that date only. Benefits are assumed to be paid in the normal form of payment which is a life annuity for single employees and the 90/50 survivor form for married employees.
|
Name
|
|
Executive Contributions in Last FY ($) (1)
|
|
Registrant Contributions in Last FY ($) (1)
|
|
Aggregate Earnings in Last FY ($)
|
|
Aggregate Withdrawals/Distributions in Last FY ($)
|
|
Aggregate Balance at Last FYE ($) (2)
|
Paul G. Boynton
|
|
42,570
|
|
22,485
|
|
15,690
|
|
1,822,604
|
|
544,919
|
Frank A. Ruperto
|
|
10,400
|
|
21,842
|
|
1,743
|
|
—
|
|
69,023
|
Michael R. Herman
|
|
3,454
|
|
5,019
|
|
3,908
|
|
—
|
|
132,266
|
William R. Manzer
|
|
—
|
|
7,508
|
|
928
|
|
—
|
|
29,729
|
James L. Posze Jr.
|
|
5,092
|
|
11,068
|
|
1,630
|
|
—
|
|
59,319
|
(1)
|
All executive and Company contributions in the last fiscal year are reflected as compensation in the Summary Compensation Table.
|
(2)
|
To the extent that a participant was a named executive officer in prior years, executive and Company contributions included in the Aggregate Balance at Last FYE column have been reported as compensation in the Summary Compensation Table for the applicable year.
|
Name
|
|
Scheduled Severance ($)
|
|
Bonus Severance ($)
|
|
Pension/401(k) Benefit ($) (3)
|
|
Medical/Welfare, Tax and Outplacement Benefits ($) (4)
|
|
Acceleration of Equity Awards ($) (5)
|
|
Other (6)
|
Paul G. Boynton
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary termination
1
|
|
1,950,000
|
|
1,950,000
|
|
|
|
|
|
|
|
4,540,866
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,896,379
|
|
4,540,866
|
Involuntary or voluntary termination for good reason after change in control
2
|
|
2,925,000
|
|
5,145,000
|
|
6,108,377
|
|
94,264
|
|
13,237,264
|
|
—
|
Frank A. Ruperto
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary termination
1
|
|
667,500
|
|
407,175
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,242,163
|
|
—
|
Involuntary or voluntary termination for good reason after change in control
2
|
|
1,335,000
|
|
1,410,000
|
|
135,750
|
|
67,379
|
|
7,582,785
|
|
—
|
Michael R. Herman
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary termination
1
|
|
395,000
|
|
240,950
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,676,332
|
|
—
|
Involuntary or voluntary termination for good reason after change in control
2
|
|
1,185,000
|
|
1,290,000
|
|
1,065,796
|
|
61,869
|
|
5,922,525
|
|
—
|
William R. Manzer
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary termination
1
|
|
365,000
|
|
186,150
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,170,190
|
|
—
|
Involuntary or voluntary termination for good reason after change in control
2
|
|
730,000
|
|
570,000
|
|
68,200
|
|
59,955
|
|
2,888,112
|
|
—
|
James L. Posze Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary termination
1
|
|
314,000
|
|
160,140
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,417,880
|
|
—
|
Involuntary or voluntary termination for good reason after change in control
2
|
|
628,000
|
|
560,000
|
|
60,760
|
|
63,338
|
|
3,229,157
|
|
—
|
(1)
|
Represents the executive’s base salary and target bonus pay times the applicable tier multiplier under the Executive Severance Non-Change in Control Plan (2 times for Tier I, 1.5 times for Tier II and 1 times for Tier III). Mr. Boynton is included in Tier I, Mr. Ruperto in Tier II and Messrs. Herman, Manzer and Posze are included in Tier III.
|
(2)
|
For purposes of calculating Scheduled Severance, the executive’s base salary is multiplied by the applicable tier multiplier under the CIC Plan (3 times for Tier I and 2 times for Tier II). Messrs. Boynton, Ruperto and Herman are included in Tier I and Messrs. Manzer and Posze are included in Tier II. For purposes of calculating the Bonus Severance, the applicable tier multiplier is applied to the greater of: (i) the highest annual bonus received over the three years preceding the termination of employment; (ii) the target bonus for the year in which the change in control occurred; or (iii) the target bonus in the year of termination.
|
(3)
|
Represents the actuarial value of an additional two or three years, based on the applicable tier multiplier, of eligibility service and age under the Company’s retirement plans and additional years participation in the Savings Plan at the executive’s current contribution levels.
|
(4)
|
Represents: (i) the present value of the annual Company contribution to health and welfare plans times the applicable tier multiplier; (ii) the value of the executives annual tax and financial planning allowance of $25,000 for Mr. Boynton, and $10,000 for all other NEOs; and (iii) up to $30,000 in outplacement services.
|
(5)
|
Effective January 1, 2016, our CIC Plan and Equity Incentive Plan were amended to eliminate automatic vesting of time-based equity awards upon a change in control, with automatic vesting of performance-based awards at target only if actual performance exceeded target at the time of the change in control. Under our CIC Severance Plan and our Equity Incentive Plan adopted at the annual meeting of stockholders in May 2017, time-based and performance-based equity awards vest only upon a qualifying termination event occurring within two years following a change in control unless the awards are not assumed by the acquirer.
|
(6)
|
This amount reflects the $4 million cash payment plus interest to which Mr. Boynton would be entitled upon a change in control or any involuntary termination of employment by the Company pursuant to the terms of the CEO Agreement, as defined under “Agreements with our NEOs”.
|
DIRECTOR COMPENSATION
|
•
|
annual cash retainer of $55,000, payable in equal quarterly installments
|
•
|
annual cash retainers to members of the Audit, Compensation and Nominating Committees of $12,500, $7,500 and $5,000, respectively, payable in equal quarterly installments
|
•
|
additional annual cash retainers for the chairs of the Audit, Compensation and Nominating Committees of $20,000, $15,000 and $10,000, payable in equal quarterly installments
|
•
|
annual cash retainer for the Independent Lead Director of $25,000, payable in equal quarterly installments; and
|
•
|
to the extent that a director attends more than five meetings in excess of the “standard year” schedule, then, beginning with the sixth non-standard year meeting, the director would be paid a meeting fee at the rate of $2,000 per meeting for the Board and Audit Committee, and $1,500 for meetings of the Compensation
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(1)
|
|
All Other Compensation ($)
(2)
|
|
Total ($)
|
Charles E. Adair
|
|
72,500
|
|
95,008
|
|
2,109
|
|
169,617
|
DeLyle W. Bloomquist
|
|
75,000
|
|
95,008
|
|
2,109
|
|
172,117
|
Paul G. Boynton
(3)
|
|
—
|
|
—
|
|
—
|
|
—
|
C. David Brown, II
|
|
98,375
|
|
95,008
|
|
2,109
|
|
195,492
|
Mark E. Gaumond
|
|
94,375
|
|
95,008
|
|
2,109
|
|
191,492
|
James F. Kirsch
|
|
73,125
|
|
95,008
|
|
2,109
|
|
170,242
|
Thomas I. Morgan
|
|
92,125
|
|
95,008
|
|
2,109
|
|
189,242
|
Lisa M. Palumbo
|
|
72,500
|
|
95,008
|
|
2,109
|
|
169,617
|
Ronald Townsend
|
|
76,875
|
|
95,008
|
|
2,109
|
|
173,992
|
(1)
|
Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 15 “Incentive Stock Plans” included in the notes to financial statements in our 2017 Annual Report on Form 10-K. On May 23, 2017, each non-management director was granted a restricted stock award equivalent to $95,000 which, based on grant date value ($13.26), corresponded to 7,165 shares of restricted stock, for a total award of $95,008 after rounding (because the Company does not issue fractional shares for director equity awards).
|
|
|
(2)
|
Represents accrued dividends and interest on restricted stock awards during 2017.
|
|
|
(3)
|
Mr. Boynton, as an executive officer of the Company, was not compensated for service as a director. See the Summary Compensation Table for compensation information relating to Mr. Boynton during 2017.
|
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial
Ownership
|
|
Percent of Class
|
BlackRock, Inc.
|
|
6,233,408
(1)
|
|
12.10%
|
55 East 52nd Street
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
|
|
|
|
|
The Vanguard Group
|
|
6,034,880
(2)
|
|
11.67%
|
100 Vanguard Blvd.
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|
Renaissance Technologies LLC
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3,975,038
(3)
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7.69%
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800 Third Avenue
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New York, NY 10022
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(1)
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Aggregated holdings and percent of class as of December 31, 2017 as reported to the SEC on Schedule 13G/A on February 8, 2018, indicating sole voting power over 6,133,190 shares of Common Stock; sole dispositive power over 6,214,366 shares of Common Stock; and shared dispositive power over 19,042 shares of Common Stock.
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(2)
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Aggregated holdings and percent of class as of December 31, 2017 as reported to the SEC on Schedule 13G/A on February 12, 2018, indicating aggregated sole voting power over 74,577 shares of Common Stock; shared voting power over 9,489 shares of Common Stock; sole dispositive power over 5,956,086 shares of Common Stock; and shared dispositive power over 78,794 shares of Common Stock.
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(3)
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Aggregated holdings and percent of class as of December 31, 2017 as reported to the SEC on Schedule 13G on February 14, 2018, indicating sole voting power over 3,866,283 shares of Common Stock; sole dispositive power of 3,866,283 shares of Common Stock; and shared dispositive power over 108,755 shares of Common Stock.
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
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Beneficial Ownership
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Name of Beneficial Owner
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Common Stock
Beneficially Owned (1) |
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Exercisable Stock Options
(2)
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Total Common Stock and Exercisable Stock Options
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Percent of Class
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Charles E. Adair
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21,830
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—
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21,830
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*
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De Lyle W. Bloomquist
(4)
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27,904
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—
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27,904
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*
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Paul G. Boynton
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364,335
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(3)
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79,098
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443,433
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*
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C. David Brown, II
(4)
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34,492
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—
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34,492
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*
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Mark E. Gaumond
(4)
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23,290
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—
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23,290
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*
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James F. Kirsch
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22,304
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—
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22,304
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*
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Thomas I. Morgan
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22,648
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—
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22,648
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*
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Lisa M. Palumbo
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45,538
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(3)
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—
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45,538
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*
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Ronald Townsend
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20,965
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—
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20,965
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*
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Michael R. Herman
(4)
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121,679
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(3)
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22,002
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143,681
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*
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William R. Manzer
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57,121
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(3)
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4,194
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61,315
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*
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James L. Posze, Jr.
(4)
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60,890
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(3)
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5,119
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66,009
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*
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Frank A. Ruperto
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131,817
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4,173
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135,990
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*
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Directors and executive officers as a group (17 persons)
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1,033,665
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(3)
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121,361
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1,155,026
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2.23%
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*
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Indicates that the percentage of beneficial ownership of the director or executive officer does not exceed 1 percent of the class.
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(1)
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Includes outstanding unvested restricted stock awards as follows: Messrs. Adair, Bloomquist, Brown, Gaumond, Kirsch, Morgan and Townsend and Ms. Palumbo, 7,165 shares, Mr. Boynton, 65,523 shares, Mr. Herman, 56,771 shares, Mr. Manzer, 43,634 shares, Mr. Posze, 35,055 shares, Mr. Ruperto, 91,190 shares and all directors and executive officers as a group, 395,487 shares.
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(2)
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Pursuant to SEC regulations, stock receivable through the exercise of employee stock options that are exercisable within 60 days after March 23, 2018 are deemed to be beneficially owned as of March 23, 2018.
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(3)
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Includes the following share amounts allocated under the Savings Plan to the accounts of Ms. Palumbo, 483 shares; Mr. Boynton, 4,223 shares; Mr. Herman, 665 shares; Mr. Manzer, 6,335 shares, Mr. Posze, 1,039 shares and all directors and executive officers as a group, 19,484 shares.
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(4)
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As of March 23, 2018, the following shares of the Company’s 8.00% Series A Mandatory Convertible Preferred Stock (“Series A Preferred Stock”) were owned as follows: Mr. Bloomquist, 1,950 shares; Mr. Brown, 7,094 shares; Mr. Gaumond, 2,100 shares; Mr. Herman, 1,000 shares and Mr. Posze, 250 shares, which collectively was less than 1% of the Series A Preferred Stock outstanding.
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Plan Category
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(A)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
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(B)
Weighted average exercise price of outstanding options, warrants and rights
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(C)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
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Equity compensation plans approved by security holders
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3,066,514
(1)
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$32.26
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4,798,574
(2)
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Equity compensation plans not approved by security holders
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N/A
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N/A
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N/A
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Total
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3,066,514
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$32.26
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4,798,574
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(1) Consists of 6,628 outstanding stock options under the 2004 Incentive Stock Plan of our former parent company, Rayonier Inc., 59,428 outstanding stock options awarded under the Rayonier Incentive Stock Plan of our former parent company, Rayonier Inc., 307,829 outstanding stock options awarded under the Rayonier Advanced Materials Incentive Stock Plan and 2,672,928 performance shares (assuming maximum payout) awarded under the Rayonier Advanced Materials Incentive Stock Plan and the Rayonier Advanced Materials 2017 Incentive Stock Plan. The weighted-average exercise price in column (B) does not take performance shares or restricted stock into account.
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(2) Consists of shares available for future issuance under the 2017 Rayonier Advanced Materials Incentive Stock Plan.
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EXECUTIVE OFFICERS
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ITEM 2 - ADVISORY VOTE ON “SAY ON PAY”
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ITEM 3 - PROPOSAL TO APPROVE THE FRENCH SUB-PLAN TO BE IMPLEMENTED UNDER THE RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN
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•
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Vesting gain
(Fair market value of the shares at the date of vesting of the shares):
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◦
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Taxation at the progressive income tax rate (up to 45%) with a rebate of 50% on the amount of the acquisition gain up to EUR 300k
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◦
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Social contributions at the rate of 17.2% assessed on the amount of the vesting gain up to EUR 300k and 9.7% above this threshold
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◦
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Employee social contribution of 10% assessed on the vesting gain exceeding EUR 300k
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◦
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Potential contribution on high income of 3% or 4%
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•
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Capital gain (Difference between (i) the sale price of the shares and (ii) the fair market value of the shares at the date of vesting):
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◦
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Taxation at the flat tax rate of 30% (including income tax at a flat rate of 12.8% and social contributions at 17.2%)
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◦
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Potential contribution on high income of 3% or 4%
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ITEM 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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REPORT OF THE AUDIT COMMITTEE
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Mark E. Gaumond,
Chair
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James F. Kirsch
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Charles E. Adair
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Thomas I. Morgan
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DeLyle W. Bloomquist
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Lisa M. Palumbo
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Fees (in thousands)
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2017
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2016
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Audit fees
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$
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1,952
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$
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1,030
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Audit-related fees
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90
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31
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Tax fees
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29
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—
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$
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2,071
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$
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1,061
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MISCELLANEOUS
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BY ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/Michael R. Herman
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Michael R. Herman
Corporate Secretary
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1.
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Purpose
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2.
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Definitions
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3.
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Shares Subject to the Plan
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4.
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Grant of Awards and Award Agreements
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5.
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Stock Options and Stock Appreciation Rights
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6.
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Restricted Stock and Restricted Stock Units
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9.
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Certificates for Awards of Stock
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10.
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Change in Control
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11.
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Beneficiary
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12.
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Administration of the Plan
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13.
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Amendment or Termination
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14.
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Adjustments in Event of Change in Common Stock and Change in Control
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16.
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Conditions Subsequent
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17.
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Miscellaneous
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19.
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Effective Date, Term of Plan and Stockholder Approval
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“By-Laws”
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means the by-laws of the Company, as amended from time to time.
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“Certificate of Incorporation”
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means the certificate of incorporation of the Company, as amended from time to time.
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“Free Shares”
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means Shares whose ownership are granted to French Participants free of charge in accordance with this Sub-Plan and in compliance with Applicable French Laws.
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“Shares”
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means shares of the Common Stock of the Company.
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2.
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Scope
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–
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are employees of the Company;
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–
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are employees of any Participating Company in which the Company directly holds, or indirectly holds through its subsidiaries, at least 10% of the share capital; and/or
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–
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hold a corporate directorship position in the Company, as determined by the board of directors of the Company.
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3.
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Eligibility
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5.
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Black-Out Periods
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(a)
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The Shares issued and allotted to a French Participant in respect of an award of Free Shares granted pursuant to this Sub-Plan cannot be sold during the period commencing two calendar weeks prior to the closing of each fiscal quarter and continuing through and including the first full trading day following the date on which the Company issues a press release or makes other public announcement of its quarterly financial results.
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(b)
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The Shares issued and allotted to a French Participant in respect of an award of Free Shares granted pursuant to this Sub-Plan cannot be sold during the period commencing on the date on which the Company’s governing bodies (
i.e.
,
organes sociaux
) become aware of information which, if made public, could have a material impact on the price of the shares of the Company, and continuing through and including the first full trading day following the date on which such information is made public.
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1.
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The Committee will approve the fees for the annual audit of the Company’s financial statements and reviews of quarterly financial statements.
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2.
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The Committee will also approve at one of its regularly scheduled meetings an annual plan of all permissible services to be provided by the independent auditors as well as unanticipated projects that arise.
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3.
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When the timing of the services does not allow for pre-approval in regularly scheduled Committee meetings, the Chairman of the Committee (or another member of the Committee so designated) may approve any audit or allowable non-audit services provided that such approved services are reported to the full Committee at the next regularly scheduled meeting. Approval must be received prior to commencement of the service, unless the service is one of the specific services listed below (see No. 4) that is permitted to be performed on a pre-approval basis.
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4.
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The following audit-related services are pre-approved as they become required and need commencement before notifying the Chairman:
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a.
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Required audits of wholly-owned subsidiaries of the Company,
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b.
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Consent letters,
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c.
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Audits of statutory financial statements in countries where audited financial statements must be filed with government bodies,
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d.
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Annual audits of the Company’s defined benefit and savings plans,
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e.
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Agreed-upon procedures or other special report engagements performed in connection with requirements under debt agreements or environmental laws, and
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f.
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Subscription services for technical accounting resources and updates.
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