Rayonier Advanced Materials (RYAM) Proxy filing summary

Executive summary

• 2025 financial performance was below expectations, with significant losses and negative cash flow; restoring profitability and cash generation is a top priority for 2026.

• The Board intensified oversight of operations, cost discipline, and capital allocation, and expects measurable improvements in 2026.

• Leadership transition occurred, with Scott M. Sutton appointed as President and CEO in January 2026, emphasizing operational discipline and capital allocation.

• Management's focus areas include restoring free cash flow, strengthening competitive positioning, improving reliability, and maintaining disciplined capital spending.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029.

• Proposal to declassify the Board of Directors, moving to annual elections over a three-year phase-in.

• Proposal to eliminate supermajority voting provisions, reducing required approval thresholds to a simple majority.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of a French Sub-Plan under the 2023 Incentive Stock Plan for tax-advantaged equity awards to French employees.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine directors, 89% of whom are independent; three are women and one is racially/ethnically diverse.

• Board refreshment since 2022 resulted in five new directors (56% refreshment), with an average tenure of six years.

• Annual management succession planning and structured onboarding for new directors.

• Independent Chair role separated from CEO; Lisa M. Palumbo serves as Chair.

• Board committees include Audit, Compensation and Management Development, Nominating and Corporate Governance, and Sustainability (to be integrated into the full Board in 2026).

• Directors are subject to stock ownership and retention requirements, and annual limits on compensation.