Sector: Materials
RAYONIER ADVANCED MATERIALS INC · Meeting: May 13, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors – Class III Nominees for Terms Expiring in 2029
Director since 2022 (within 24-month exemption window has elapsed but tenure is less than 3 full years; however, RYAM's 3-year price return is +75.6%, which is strongly positive, and the ETF fallback benchmark is ^SML — the underperformance threshold at this positive TSR tier is 80pp, which is not breached; no overboarding, attendance, or independence concerns identified).
Director since 2020 with deep dissolving wood pulp industry expertise; RYAM's 3-year price return of +75.6% is strongly positive and does not breach the 80pp underperformance threshold versus ^SML at this TSR tier; no overboarding, attendance, or independence concerns identified.
Appointed as CEO and director in January 2026, which is within the 24-month new-director exemption period under the policy, so the TSR trigger does not apply; brings extensive specialty chemicals executive leadership experience directly relevant to RYAM's business.
All three Class III nominees pass the policy screens. RYAM's 3-year price return of +75.6% is strongly positive; the applicable underperformance threshold versus the ^SML — S&P SmallCap 600 benchmark is 80 percentage points, which is not breached. Scott Sutton is exempt as a new director within 24 months of joining. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
CEO
De Lyle Bloomquist
Total Comp
N/A
Prior Support
98%%
The CEO's total reported compensation of approximately $5.1 million is within a reasonable range for a CEO at a specialty materials company of RYAM's size (~$705M market cap), and the company received 98% shareholder support on last year's Say on Pay vote, indicating strong investor alignment. The pay structure is appropriately weighted toward variable, at-risk pay — the CEO received no fixed salary increase and no annual cash bonus was paid on the financial metrics (Adjusted EBITDA and cash flow both fell below threshold), demonstrating that the incentive plan worked as intended by withholding pay when financial results disappointed. Long-term incentive awards use relative total shareholder return and cumulative Adjusted EBITDA as performance measures over a three-year period, and the company discloses a meaningful clawback policy, stock ownership guidelines, and anti-hedging provisions, all of which are positive governance indicators.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown table; per policy, the tenure trigger requires confirmed data to fire, so no adverse determination is made on tenure. Grant Thornton is a large national firm appropriate for a company of RYAM's size (~$705M market cap). No material restatement concerns are noted. The default vote is FOR in the absence of triggering conditions.
3 proposals submitted by shareholders
Proposal 2
This is a board-initiated charter amendment that moves RYAM from a classified board structure (where directors serve staggered three-year terms and can only be removed for cause) to annual elections for all directors — a mainstream governance improvement that gives shareholders more direct accountability over the board each year. The change phases in gradually starting at the 2027 annual meeting, with full annual elections in place by 2029, and upon full implementation directors would be removable with or without cause. Supporting this kind of transition from an entrenched governance structure to standard annual accountability is clearly in shareholders' interests, and the policy strongly supports governance improvements of this type.
Proposal 3
This board-initiated charter amendment replaces an 80% supermajority voting requirement — which effectively allows a minority of shareholders (just over 20%) to block changes to key governance provisions — with a simple majority vote standard, which is the normal baseline at most public companies. The current 80% requirement was put in place when RYAM spun off in 2014 and was intended as a temporary stabilization measure; eliminating it now restores ordinary democratic voting rights to shareholders on matters such as board composition, special meetings, and amendments to governance documents. Lowering the bar from 80% to a majority makes it meaningfully easier for shareholders to exercise their rights, and this type of change is a clear governance improvement that the policy supports.
Proposal 5
This is a management proposal to adopt a country-specific sub-plan under the existing 2023 Incentive Stock Plan that allows RYAM to grant equity awards to employees in France in a tax-efficient manner consistent with French law. It does not create new equity authorization or change the overall plan terms — it is a routine administrative step to extend the existing plan to French employees under local legal requirements. There is no governance concern, and the board's recommendation to support is appropriate.
The 2026 RYAM annual meeting ballot contains six proposals: three Class III director elections (all pass policy screens), a Say on Pay vote (supported given appropriate pay structure and 98% prior-year approval), two board-initiated charter amendments to declassify the board and eliminate supermajority voting requirements (both supported as clear governance improvements), a French equity sub-plan approval (routine administrative), and auditor ratification (supported in the absence of fee data or tenure triggers). The compensation program demonstrated pay-for-performance alignment in 2025 by withholding financial bonuses when results fell below threshold, while governance improvements proposed this year represent meaningful steps toward greater shareholder accountability.
1 companies disclosed in 2026 proxy filing
