Rayonier Advanced Materials (RYAM) Proxy filing summary

Executive summary

• 2025 financial performance was below expectations, with a $423 million loss from continuing operations and a 40% decline in adjusted EBITDA to $133 million, prompting a renewed focus on restoring profitability and cash flow in 2026.

• The Board intensified oversight of operations, cost discipline, and capital allocation, and implemented a new annual incentive program for 2026 tied exclusively to EBITDA and free cash flow.

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

• Strategic priorities include restoring free cash flow, strengthening competitive positioning in Cellulose Specialties, improving operational reliability, and deleveraging.

Voting matters and shareholder proposals

• Stockholders are asked to elect three Class III directors for terms expiring in 2029.

• Proposals include declassifying the Board, eliminating supermajority voting provisions, advisory approval of executive compensation, approval of a French Sub-Plan under the 2023 Incentive Stock Plan, and ratification of Grant Thornton LLP as independent auditor for 2026.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board is composed of nine directors, 89% of whom are independent, with a mix of skills and diversity; 56% refreshment since 2022.

• Annual management succession planning and board evaluation processes are in place.

• Proposals to declassify the Board and eliminate supermajority voting are reintroduced to strengthen accountability.

• The Board is led by an independent Chair, with a majority voting standard for director elections.