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Definitive Proxy Statement
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x
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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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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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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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(3)
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Filing Party:
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(4)
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Date Filed:
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Corporate Headquarters
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March 23, 2015
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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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March 23, 2015
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1)
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reelecting the three Class I directors to terms expiring in 2018;
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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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recommending, in a non-binding vote, whether a non-binding stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years;
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4)
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ratifying the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015; 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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Page
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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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SEPARATION OF THE COMPANY FROM RAYONIER INC.
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1
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ELECTION OF DIRECTORS
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Director Qualifications
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Information as to Nominees for Election to the Board of Directors
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Information as to Other Directors
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CORPORATE GOVERNANCE
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Corporate Governance Principles
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Director Independence
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Committees of the Board of Directors
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Non-Management Director Meetings and Lead Director
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Board Leadership Structure and Oversight of Risk
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Director Attendance at Annual Meeting of Stockholders
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Communications with the Board
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Director Nomination Process
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Diversity
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Related Person Transactions
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Transactions with Rayonier
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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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COMPENSATION DISCUSSION AND ANALYSIS
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Introduction
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Executive Summary
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Named Executive Officers for 2014
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Roles of the Rayonier Compensation Committee, Management and Advisors
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Compensation Philosophy and Objectives
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How Executive Compensation Is Set
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Components of Executive Compensation for 2014
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Retirement Plans and Programs
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Severance and Change in Control Benefits
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Perquisites and Personal Benefits
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Stock Ownership and Retention Requirements; Prohibition on Hedging or Pledging Stock Ownership
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Separation-Related Compensation Arrangements
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Special Compensation Arrangements of our Named Executive Officers
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Report of the Compensation and Management Development Committee
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SUMMARY COMPENSATION TABLE
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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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NONQUALIFIED DEFERRED COMPENSATION
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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Item
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Page
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DIRECTOR COMPENSATION
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Cash Compensation Paid to Non-Management Directors
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Annual Equity Awards
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Other Fees
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Other Compensation and Benefits
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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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ADVISORY VOTE ON “SAY WHEN ON PAY”
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4
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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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REPORT OF THE AUDIT COMMITTEE
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Audit Committee Financial Expert
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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. AUDIT COMMITTEE POLICIES AND PROCEDURES
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QUESTIONS AND ANSWERS
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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 reelection of three Class I directors: James F. Kirsch, James H. Miller and Ronald Townsend (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”, more information can be found in the “Advisory Vote on Say on Pay” section); (3) the recommendation, in a non-binding vote, of whether a non-binding stockholder vote to approve the compensation of our named executive officers as disclosed in the Company's proxy statement should occur every one, two or three years (referred to herein as "Say When on Pay", more information can be found in the “Advisory Vote on Say When on Pay” section); and (4) the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015 (more 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, “ONE YEAR” for the Say When on Pay proposal, 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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A:
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The record holder of each of the 42,837,741 shares of Rayonier Advanced Materials common stock (“Common Stock”) outstanding at the close of business on March 16, 2015 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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A:
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You can vote in any one of the following ways:
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•
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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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•
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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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•
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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 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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A:
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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 16, 2015 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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A:
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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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•
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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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A:
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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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•
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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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•
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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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A:
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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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A:
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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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A:
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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 16, 2015 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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A:
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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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A:
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The vote on the Say on Pay proposal is advisory only and non-binding on the Company or our Board of Directors. The proposal will be approved on a non-binding, advisory basis if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it. Abstentions therefore 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 “SAY WHEN ON PAY” PROPOSAL?
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A:
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The vote on the Say When on Pay proposal is advisory only and non-binding on the Company or our Board of Directors. However, the Company will report the results of the vote and will announce when the next Say on Pay proposal will be presented for a stockholder 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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A:
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The proposal to ratify the appointment of the Company’s independent registered public accounting firm will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it. As a result, abstentions will not affect the outcome. 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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A:
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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 is in the best interest of our stockholders. Under the Company’s bylaws, given that the Annual Meeting is the first to be conducted by the Company, all stockholder proposals and director nominations must have been received in accordance with SEC regulations under Rule 14a-8 to be considered for inclusion in this Proxy Statement. As of March 16, 2015, we had not received any stockholder proposals or director nominations from stockholders to be acted upon at the Annual Meeting.
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Q:
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WHO WILL COUNT THE VOTES?
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A:
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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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A:
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We will announce the voting results of the proposals at the Annual Meeting and on 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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A:
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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 $23,500 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 2016 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 2016 Annual Meeting of Stockholders (the “2016 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 November 24, 2015. 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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SEPARATION OF THE COMPANY FROM RAYONIER INC.
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ITEM 1 - ELECTION OF DIRECTORS
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CORPORATE GOVERNANCE
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(1)
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The Company’s 2014 fiscal year commenced on the date of the Separation, June 27, 2014, for purposes of calculating the number of meetings held in 2014.
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•
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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 information sent to the Board;
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approving meeting agendas for 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; and
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if requested by major stockholders, ensuring he or she is available for consultation and direct communication.
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•
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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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certain liabilities related to the Company’s business or assets that were retained by or transferred to the Company (the “Company Liabilities”);
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the failure of the Company to pay, perform or otherwise promptly discharge any of the Company Liabilities, in accordance with their respective terms, whether prior to, at or after the Separation;
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except to the extent relating to a Rayonier Liability, any guarantee, indemnification or contribution obligation for the benefit of the Company by Rayonier that survives the Separation;
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•
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any breach by the Company of the separation agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement or omission or alleged omission of material fact in the registration statement of which the related information statement forms a part, or in the related information statement (as amended or supplemented), except for any such statements or omissions made explicitly in Rayonier’s name.
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all liabilities (including whether accrued, contingent, or otherwise) other than the Company Liabilities that were retained by or transferred to Rayonier (the “Rayonier Liabilities”);
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the failure of Rayonier or any other person to pay, perform, or otherwise promptly discharge any of the Rayonier Liabilities, in accordance with their respective terms whether prior to, at or after the Separation;
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except to the extent relating to a Company Liability, any guarantee, indemnification or contribution obligation for the benefit of Rayonier by the Company that survives the Separation;
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any breach by Rayonier of the separation agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement or omission or alleged omission of a material fact made explicitly in Rayonier’s name in the registration statement of which the related information statement forms a part, or in the related information statement (as amended or supplemented).
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Performance share awards granted in 2012 (with a 2012-2014 performance period) are subject to the same performance criteria as applied immediately prior to the Separation, except that total stockholder return at the end of the performance period will be based on the combined stock prices of Rayonier and the Company and any payment earned will be made in Rayonier common shares and shares of Common Stock.
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Performance share awards granted in 2013 (with a 2013-2015 performance period) were cancelled as of the distribution date and, following the effective time of the Separation, Rayonier and the Company, as applicable, replaced the cancelled awards held by their respective employees with time-vested restricted stock units of the post-Separation employer of each holder (Rayonier or the Company, as the case may be) that will vest 24 months after the distribution date, generally subject to the holder’s continued employment. The number of time-vested restricted stock units granted was determined in a manner intended to preserve the intrinsic value of the award immediately before and after the Separation, subject to rounding.
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Performance share awards granted in 2014 (with a 2014-2016 performance period) were cancelled as of the distribution date and, following the effective time of the Separation, Rayonier and the Company, as applicable, replaced the cancelled awards held by their respective employees with performance share awards of the post-Separation employer of each holder (Rayonier or the Company, as the case may be), which are subject to the achievement of performance criteria that relate to the post-Separation business of the applicable employer during a performance period ending December 31, 2016. The number of shares underlying each such performance share award was determined in a manner intended to preserve the intrinsic value of the award immediately before and after the Separation, subject to rounding.
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COMPENSATION DISCUSSION AND ANALYSIS
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•
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Amended our Executive Severance Pay Plan to eliminate entitlement to any excise tax gross-up payments under the plan effective January 1, 2016, and replaced this entitlement with a “net best” provision, and
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Amended our Incentive Stock Plan to generally eliminate automatic acceleration of unvested equity upon a change in control effective January 1, 2016 and, in the amended Executive Severance Pay Plan, implemented “double trigger” vesting provisions for stock option and time-based restricted stock and restricted stock unit awards.
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Successful completion of the Separation, including staffing all critical positions with top talent;
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Achievement of pro forma EBITDA for the year of $267 million, in line with our full year guidance provided in July, in spite of higher than anticipated costs in the second half of the year;
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Adjusted free cash flow for the second half of 2014 of $61 million; and
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Reduction of net debt from $930 million at the time of Separation to $880 million.
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Paul G. Boynton, Chairman, President and Chief Executive Officer. Prior to the Separation, Mr. Boynton served as Rayonier’s Chairman, President and Chief Executive Officer.
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•
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Frank Ruperto, Chief Financial Officer and Senior Vice President, Finance and Strategy. Prior to the Separation, Mr. Ruperto served as Rayonier’s Senior Vice President, Corporate Development and Strategic Planning since March 2014. Following the Separation, he served in the same position at Rayonier Advanced Materials and was appointed to serve as our Chief Financial Officer effective November 28, 2014.
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•
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Michael R. Herman, Senior Vice President, General Counsel and Corporate Secretary. Prior to the Separation, Mr. Herman served as Rayonier’s Senior Vice President, General Counsel and Assistant Secretary.
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James L. Posze, Jr., Senior Vice President, Human Resources. Prior to the Separation, Mr. Posze served as Rayonier’s Senior Vice President, Human Resources.
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•
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Jack M. Kriesel, former Senior Vice President, Advanced Materials. Prior to the Separation, Mr. Kriesel served as Rayonier’s Senior Vice President, Performance Fibers. Mr. Kriesel retired from Rayonier Advanced Materials effective December 31, 2014.
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•
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Benson K. Woo, former Senior Vice President and Chief Financial Officer. Mr. Woo had served in this position since June 24, 2014, and prior to that time had served as Rayonier’s chief accounting officer since June 9, 2014. Mr. Woo’s employment was terminated with Rayonier Advanced Materials effective November 30, 2014.
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budgeted levels for annual salary merit and equity adjustments;
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the executive’s level of responsibilities;
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the executive’s experience and breadth of knowledge;
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the executive’s individual performance as assessed through annual performance reviews;
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the executive’s role in management continuity and development plans;
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the perceived retention risk; and
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•
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internal pay equity factors.
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Allegheny Technologies
Aptargroup Inc.
Boise Cascade Co.
Cabot Corp.
Calgon Carbon Corp.
Carpenter Technology Corp.
Castle (OA M) & Co.
Century Aluminum Co.
Clearwater Paper Corp.
Compass Minerals Intl Inc.
Cytec Industries Inc.
Eagle Materials Inc.
|
Fuller (H. B.) Co.
Glatfelter
Globe Specialty Metals Inc.
Greif Inc. - CL A
Headwaters Inc.
Innophos Holdings Inc.
Kaiser Aluminum Corp.
Kapstone Paper & Packaging
Koppers Holdings Inc.
Kraton Performance Polymers
Louisiana-Pacific Corp.
LSB Industries Inc.
|
Materion Corp.
Minerals Technologies Inc.
Myers Industries Inc.
Neenah Paper Inc.
Olin Corp.
Olympic Steel Inc.
OM Group Inc.
Polyone Corp.
Quaker Chemical Corp.
RTI International Metals Inc.
Schulman (A.) Inc.
Schweitzer-Mauduit Intl Inc.
|
Scotts Miracle-Gro Co
Sensient Technologies Corp.
Silgan Holdings Inc.
Sonoco Products Co.
Stepan Co.
Stillwater Mining Co.
Suncoke Energy Inc.
Texas Industries Inc.
Tredegar Corp.
U.S. Silica Holdings Inc.
Worthington Industries
Zep Inc.
|
•
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financial metrics (weighted 80%), and
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•
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strategic objectives (weighted 20%).
|
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Performance as a Percentage of Target
(Financial Metrics)
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||||||
<85%
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85%
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100%
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>120%
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Financial Metric Bonus Pool Funding
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0
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20%
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100%
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200%
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•
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With respect to the Pre-Split Performance Period, achievement of Net Income of $96.6 million and CAD of $152.3 million, the annual budgeted amounts approved by the Rayonier board of directors in December 2013;
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•
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With respect to the Post-Split Performance Period, achievement of Segment Operating Income of $125.4 million and Segment Adjusted Free Cash Flow of $245.1 million, the annual budgeted amounts approved by the Rayonier Board of Directors in December 2013 for the Performance Fibers Segment; and
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•
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The Compensation Committee’s determination that performance against the 2014 strategic objectives were sufficient to warrant payout at target.
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•
|
Pre-Split Performance Period: Performance against the financial metrics established for the Pre-Spin Performance Period, taking into account the accounting adjustments, was above target (100.79% of budgeted Net Income and 152.7% of budgeted CAD, which was capped at the maximum of 120.0% for purposes of the payout determination). This translated into a financial measures factor for the first half of 110.4%, resulting in a payout level of 122%. This payout level was divided in half, representing one-half of the financial metrics weighting.
|
•
|
Post-Split Performance Period: Performance against the financial metrics established for the Post-Spin Performance Period was below target (85.4% of budgeted Operating Income and an average of 70.2% (58.3% for the third quarter and 82.1% for the fourth quarter) of budgeted Adjusted Free Cash Flow). This translated into a financial measures factor for the second half of 2014 of 0%, resulting in a payout level of 0% for the Post-Spin Performance Period.
|
•
|
Strategic Objectives for Full Year 2014: After assessing performance against identified strategic objectives, the Compensation Committee determined that strategic objectives for 2014 had been achieved at 112% of target on an average basis, reflecting performance slightly exceeding expectations. This resulted in a payout level of 23.0% for 2014 strategic
|
1)
|
the aggregate dollar value of the total long-term incentive award opportunity for the executive approved by the Rayonier Compensation Committee, or for Mr. Boynton, the independent directors;
|
2)
|
the Rayonier Compensation Committee’s allocation of that total value between stock options and performance share awards; and
|
3)
|
the value of a stock option and performance share award calculated at the grant date of January 2, 2014.
|
•
|
motivate and reward superior performance on the part of executives and key employees;
|
•
|
directly link the creation of stockholder value and long-term executive incentive compensation;
|
•
|
encourage increased stock ownership in Rayonier by executives; and
|
•
|
maintain competitive levels of total compensation.
|
•
|
focus executives on the long-term creation of stockholder value;
|
•
|
provide a retention incentive for our named executives officers;
|
•
|
provide an opportunity for our named executive officers to increase their stock ownership in Rayonier Advanced Materials; and
|
•
|
maintain competitive levels of total compensation.
|
Percentile Rank
|
|
Payout Level (Expressed As Percent of Target Award)
|
80
th
and Above
|
|
200%
|
51
st
- 79
th
|
|
100%, plus 3.3% for each incremental percentile position over the 50
th
Percentile
|
50
th
|
|
100%
|
31
st
- 50
th
|
|
30%, plus 3.5% for each incremental percentile position over the 30
th
Percentile
|
30
th
|
|
30%
|
Below 30
th
|
|
0%
|
•
|
The allocation of long-term incentive grant date value is 70% for performance share awards and 30% time-vested restricted stock subject to three-year cliff vesting; and
|
•
|
Performance shares will be earned based on achievement of specified levels of return on invested capital (“ROIC”) over a 36-month performance period with a payout range of +/- 100% from target. The total amount of performance shares earned will be subject to a TSR multiplier of +/- 25% based on performance relative to the peer group described above under “Use of Peer Group and Other Compensation Data”, with a potential final range of payout being a minimum of 0% to a maximum of 250% based on ROIC and TSR performance.
|
•
|
the Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees;
|
•
|
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;
|
•
|
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; and
|
•
|
the Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan.
|
•
|
elimination of entitlement to any excise tax gross-up payments under the Executive Severance Plan effective January 1, 2016; and
|
•
|
“double trigger” vesting of time-based equity awards upon a qualifying termination following a change in control effective January 1, 2016.
|
•
|
Executive Physical Program
- Each executive-level employee is required 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 named executive officers, 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 2014 was $25,000 for Mr. Boynton and $10,000 for all other participants.
|
Position/Level
|
|
Stock Ownership Requirement as Multiple of Base Salary
|
Chairman, President & CEO
|
|
6x
|
Executive Vice President
|
|
3x
|
Senior Vice President
|
|
2x
|
Vice President
|
|
1x
|
Thomas I. Morgan,
Chair
|
James F. Kirsch
|
C. David Brown, II
|
Ronald Townsend
|
DeLyle W. Bloomquist
|
|
SUMMARY COMPENSATION TABLE
|
||||
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)(3)
|
|
Stock Awards ($) (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
|
|
2014
|
|
881,250
|
|
1,650,000
|
|
3,825,372
|
|
650,179
|
|
756,000
|
|
791,415
|
|
132,257
|
|
8,686,473
|
Chairman, President and
|
|
2013
|
|
793,750
|
|
—
|
|
2,689,839
|
|
600,040
|
|
1,200,000
|
|
321,028
|
|
59,900
|
|
5,664,557
|
Chief Executive Officer
|
|
2012
|
|
700,000
|
|
—
|
|
2,537,132
|
|
500,189
|
|
1,075,000
|
|
828,088
|
|
62,963
|
|
5,703,372
|
Frank A. Ruperto
|
|
2014
|
|
265,000
|
|
210,000
|
|
1,132,767
|
|
149,899
|
|
—
|
|
—
|
|
106,938
|
|
1,864,604
|
Chief Financial Officer and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Finance and Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael R. Herman
|
|
2014
|
|
371,000
|
|
600,000
|
|
823,871
|
|
140,026
|
|
240,000
|
|
226,833
|
|
74,382
|
|
2,476,112
|
Senior Vice President, General Counsel
|
|
2013
|
|
368,600
|
|
—
|
|
627,629
|
|
140,000
|
|
328,693
|
|
34,657
|
|
25,161
|
|
1,524,740
|
and Corporate Secretary
|
|
2012
|
|
358,550
|
|
—
|
|
710,645
|
|
139,830
|
|
340,000
|
|
289,351
|
|
30,705
|
|
1,869,081
|
James L. Posze Jr.
|
|
2014
|
|
278,750
|
|
395,000
|
|
411,905
|
|
70,013
|
|
122,000
|
|
—
|
|
41,290
|
|
1,318,958
|
Senior Vice President, Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack M. Kriesel
|
|
2014
|
|
367,500
|
|
1,080,000
|
|
941,610
|
|
160,090
|
|
—
|
|
679,648
|
|
83,460
|
|
3,312,308
|
Senior Vice President, Advanced Materials
|
|
2013
|
|
353,075
|
|
—
|
|
717,290
|
|
160,020
|
|
319,000
|
|
313,654
|
|
31,087
|
|
1,894,126
|
(Retired 12/31/14)
|
|
2012
|
|
328,725
|
|
—
|
|
812,085
|
|
159,857
|
|
310,000
|
|
1,092,079
|
|
26,794
|
|
2,729,540
|
Benson K. Woo
|
|
2014
|
|
158,125
|
|
125,000
|
|
792,375
|
|
90,083
|
|
—
|
|
—
|
|
642,634
|
|
1,808,217
|
Former Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the aggregate grant date fair value for performance share, stock option 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 included in the notes to Rayonier Advanced Materials’ Annual Report on Form 10-K for 2014 and in the notes to Rayonier’s Annual Reports on Form 10-K for 2013 and 2012.
|
(2)
|
Values for awards subject to performance conditions are 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 that the highest level of performance is achieved under the relevant Performance Share Award Program: For 2014, Mr. Boynton, $5,199,989; Mr. Ruperto $1,199,947; Mr. Herman, $1,119,923; Mr. Kriesel, $1,279,971; Mr. Woo, $719,722; and Mr. Posze, $559,920.
|
(3)
|
Amounts under the “Non-Equity Incentive Plan Compensation” column represent awards under our 2014 Annual Corporate Bonus Program discussed in the Compensation Discussion and Analysis. For 2013 and 2012, represents awards under Rayonier’s Annual Corporate Bonus Programs.
|
(4)
|
Represents the annual change in actuarial present value of the participant’s pension benefit under Rayonier Advanced Materials’ retirement plans and the above market interest on non-qualified deferred compensation. With respect to increase in pension value, for 2014 this amount reflects the increase in the actuarial present value of the participant’s pension benefit under Rayonier Advanced Materials’ retirement plans as of December 31, 2014 as measured against the actuarial present value of the participant’s pension benefit under Rayonier’s retirement plans as of June 27, 2014, and for 2013 and 2012, represents the increase in pension value under Rayonier’s retirement plans. With respect to earnings on non-qualified deferred compensation, Excess Base Salary and Annual Bonus Deferral account balances earn a rate of return equal to 10-Year Treasury Notes (adjusted monthly) plus 1.5 percent. Under SEC regulations, any returns on non-qualified deferred compensation in excess of 120% of the applicable federal long-term rate are considered above market interest and must be reported. Accordingly, above market interest paid for Mr. Kriesel in 2014 was $1,371.
|
|
Paul G.
Boynton |
|
Frank A.
Ruperto |
|
Michael R.
Herman |
|
James L.
Posze Jr. |
|
Jack M.
Kriesel |
|
Benson K.
Woo |
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
Financial/tax planning services
|
20,066
|
|
—
|
|
10,000
|
|
6,000
|
|
10,000
|
|
—
|
Life insurance premiums
|
2,400
|
|
788
|
|
1,113
|
|
836
|
|
1,103
|
|
536
|
401(k) Plan company contributions
|
9,360
|
|
8,835
|
|
9,360
|
|
9,360
|
|
9,360
|
|
—
|
401(k) Retirement contribution/Enhanced Match
|
1,300
|
|
7,800
|
|
1,300
|
|
7,800
|
|
1,300
|
|
—
|
Excess Savings Plan company contributions
|
20,138
|
|
180
|
|
4,450
|
|
5,129
|
|
4,422
|
|
—
|
Executive annual physical
|
—
|
|
—
|
|
—
|
|
4,355
|
|
2,032
|
|
—
|
Wellness
|
300
|
|
—
|
|
259
|
|
302
|
|
500
|
|
—
|
Payment of accrued dividends
|
78,693
|
|
|
|
47,900
|
|
7,508
|
|
54,743
|
|
—
|
Severance and vacation payout
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
557,954
|
Relocation
|
—
|
|
60,167
|
|
—
|
|
—
|
|
—
|
|
59,411
|
Relocation tax gross-up
|
—
|
|
29,168
|
|
—
|
|
—
|
|
—
|
|
24,733
|
GRANTS OF PLAN-BASED AWARDS
|
||||
|
|
|
|
|
Name
|
|
Grant Date
|
|
Approval Date (1)
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (3)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(4)
|
|
All Other Option Awards: Number of Securities Underlying Options (#) (5)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards ($) (6)
|
||||||||
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
||||||||||||
Paul G. Boynton
|
|
|
|
12/12/2013
|
|
180,000
|
|
900,000
|
|
1,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
6/27/2014
|
|
|
|
|
|
|
|
18,987
|
|
63,291
|
|
126,582
|
|
|
|
|
|
|
|
|
|
|
1/2/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,570
|
|
42.55
|
|
650,179
|
Frank A. Ruperto
|
|
|
|
12/12/2013
|
|
46,360
|
|
231,800
|
|
463,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
6/27/2014
|
|
|
|
|
|
|
|
4,382
|
|
14,605
|
|
29,210
|
|
|
|
|
|
|
|
|
|
|
3/31/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,446
|
|
|
|
|
|
250,026
|
|
|
3/31/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,790
|
|
45.91
|
|
149,899
|
Michael R. Herman
|
|
|
|
12/12/2013
|
|
45,262
|
|
226,310
|
|
452,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
6/27/2014
|
|
|
|
|
|
|
|
4,089
|
|
13,631
|
|
27,262
|
|
|
|
|
|
|
|
|
|
|
1/2/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,260
|
|
42.55
|
|
140,026
|
James L. Posze Jr.
|
|
|
|
12/12/2013
|
|
29,070
|
|
145,350
|
|
290,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
6/27/2014
|
|
|
|
|
|
|
|
2,045
|
|
6,815
|
|
13,630
|
|
|
|
|
|
|
|
|
|
|
1/2/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,630
|
|
42.55
|
|
70,013
|
Jack M. Kriesel
|
|
|
|
12/12/2013
|
|
45,140
|
|
225,700
|
|
451,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
6/27/2014
|
|
|
|
|
|
|
|
4,674
|
|
15,579
|
|
31,158
|
|
|
|
|
|
|
|
|
|
|
1/2/2014
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,160
|
|
42.55
|
|
160,090
|
Benson K. Woo
|
|
|
|
12/12/2013
|
|
40,260
|
|
201,300
|
|
402,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/15/2014
|
|
5/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,130
|
|
39.07
|
|
90,083
|
|
|
7/1/2014
|
|
5/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,400
|
|
|
|
|
|
262,912
|
(1)
|
2014 annual stock option grants were approved in December 2013 by the Rayonier Compensation Committee and effective the first trading day of January 2014. Stock options were adjusted and converted into Rayonier Advanced Materials and Rayonier stock options at the time of the Separation as shown in the Outstanding Equity Awards at Fiscal Year-End Table below. 2014 performance shares awards, originally approved by the Rayonier Compensation Committee in December 2013, were cancelled at the time of the Separation, and a new grant of Rayonier Advanced Materials performance shares was approved in June 2014. The value of each replacement performance share award was equivalent to the grant date value of the performance share award that it replaced, subject to rounding. For the Non-Equity Incentive Plan Awards, the approval date reflects the date on which the Rayonier Compensation Committee approved the original 2014 Annual Corporate Bonus Program in December 2013. On October 16, 2014, the Rayonier Advanced Materials Compensation Committee approved new performance metrics for the post-Separation performance period.
|
(2)
|
Reflects potential awards under the 2014 Annual Corporate Bonus Program. Awards can range from 0% to 200% of the target award. See the “Annual Bonus Awards” section of the Compensation Discussion and Analysis. The actual amount earned by each named executive officer for 2014 is reflected in the Summary Compensation
|
(3)
|
Reflects potential awards, in number of shares, under the 2014 Class Performance Share Award Program. Awards can range from 0% to 200% of the target award. Please refer to the “Performance Shares” section of the Compensation Discussion and Analysis.
|
(4)
|
Reflects one-time restricted stock grants awarded to Messrs. Ruperto and Woo in connection with their hiring. For the remaining named executive officers, represents time-based restricted stock issued in replacement of the cancelled performance share awards granted under the 2013 Performance Share Program in connection with the Separation. Please refer to the “2012 and 2013 Performance Share Awards” section of the Compensation Discussion and Analysis.
|
(5)
|
Reflects annual stock option awards for 2014. The exercise price of all awarded stock options was equal to the closing market price of Rayonier stock on the NYSE on the grant date. For information regarding stock option awards as adjusted, see the Outstanding Equity Awards at Fiscal Year-End Table. The awards vest and become exercisable in one-third increments on the first, second and third anniversaries of the grant date, and expire on the tenth anniversary of the grant date or earlier upon certain terminations of employment.
|
(6)
|
Reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||
|
|
|
|
|
Name
|
|
Stock Symbol
|
|
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
|
|||||||||||
|
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
|
|
RYN
|
|
—
|
|
60,281
|
|
$31.28
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
—
|
|
20,091
|
|
$36.55
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
13,988
|
|
27,975
|
|
$38.69
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
4,662
|
|
9,324
|
|
$45.21
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
27,551
|
|
13,775
|
|
$32.65
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
9,182
|
|
4,592
|
|
$38.16
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
22,572
|
|
—
|
|
$27.22
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
7,523
|
|
—
|
|
$31.81
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
26,875
|
|
—
|
|
$20.74
|
|
1/4/2010
|
|
1/4/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
8,957
|
|
—
|
|
$24.24
|
|
1/4/2010
|
|
1/4/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
44,308
|
|
—
|
|
$14.83
|
|
1/2/2009
|
|
1/1/2019
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
14,767
|
|
—
|
|
$17.34
|
|
1/2/2009
|
|
1/1/2019
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
29,401
|
|
—
|
|
$22.83
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
9,799
|
|
—
|
|
$26.68
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
58,422
|
|
|
$
|
1,302,811
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,987
|
|
|
$
|
423,410
|
|
|||
Frank A. Ruperto
|
|
RYN
|
|
—
|
|
12,522
|
|
$33.75
|
|
3/31/2014
|
|
3/31/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
—
|
|
4,173
|
|
$39.44
|
|
3/31/2014
|
|
3/31/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
|
|
|
|
|
|
|
|
|
|
5,446
|
|
|
$
|
152,161
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
1,815
|
|
|
$
|
40,475
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,382
|
|
|
$
|
97,719
|
|
Name
|
|
Stock Symbol
|
|
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
|
|||||||||||
|
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)
|
|||||||||||||||||||||||
Michael R. Herman
|
|
RYN
|
|
—
|
|
12,982
|
|
$31.28
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
—
|
|
4,327
|
|
$36.55
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
3,264
|
|
6,526
|
|
$38.69
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
1,087
|
|
2,176
|
|
$45.21
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
7,702
|
|
3,851
|
|
$32.65
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
2,567
|
|
1,283
|
|
$38.16
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
13,746
|
|
—
|
|
$27.22
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
4,581
|
|
—
|
|
$31.81
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
17,946
|
|
—
|
|
$20.74
|
|
1/4/2010
|
|
1/4/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
5,981
|
|
—
|
|
$24.24
|
|
1/4/2010
|
|
1/4/2020
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
22,043
|
|
—
|
|
$22.83
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
7,347
|
|
—
|
|
$26.68
|
|
1/2/2008
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
13,631
|
|
|
$
|
303,971
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,089
|
|
|
$
|
91,185
|
|
|||
James L. Posze Jr.
|
|
RYN
|
|
—
|
|
6,491
|
|
$31.28
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
—
|
|
2,163
|
|
$36.55
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
1,400
|
|
2,800
|
|
$38.69
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
466
|
|
933
|
|
$45.21
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
1,657
|
|
829
|
|
$32.65
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
552
|
|
276
|
|
$38.16
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
2,188
|
|
—
|
|
$27.22
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
729
|
|
—
|
|
$31.81
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
5,842
|
|
|
$
|
130,277
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,045
|
|
|
$
|
45,604
|
|
|||
Jack M. Kriesel
|
|
RYN
|
|
14,842
|
|
—
|
|
$31.28
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
4,947
|
|
—
|
|
$36.55
|
|
1/2/2014
|
|
1/2/2024
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
11,190
|
|
—
|
|
$38.69
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
3,729
|
|
—
|
|
$45.21
|
|
1/2/2013
|
|
1/2/2023
|
|
|
|
|
|
|
|
|
||||||
|
|
RYN
|
|
13,207
|
|
—
|
|
$32.65
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
4,402
|
|
—
|
|
$38.16
|
|
1/3/2012
|
|
1/3/2022
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
5,232
|
|
—
|
|
$31.81
|
|
1/3/2011
|
|
1/3/2021
|
|
|
|
|
|
|
|
|
||||||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
15,579
|
|
|
$
|
347,412
|
|
|
|
|
|
|||
|
|
RYAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
935
|
|
|
$
|
20,851
|
|
(1)
|
Option awards vest and become exercisable in one-third increments on the first, second and third anniversaries of the grant date. Restricted stock for Mr. Ruperto is scheduled to vest as follows: 40% on the second anniversary of the grant date and in 20% increments over the following three anniversaries of the grant date. Restricted stock for the other named executive officers is scheduled to vest on June 27, 2016.
|
(2)
|
Represents awards under the Performance Share Award Program for 2014 with a 30-month performance period ending on December 31, 2016. Awards for the relevant performance share program period are immediately vested upon determination of the amount earned. As required, this disclosure reflects the threshold award level for the 2014 program. The 2013 Performance Share Award Program was canceled in its entirety and a new time-based restricted stock award was issued as reflected in the “Number of Shares or Units That Have Not Vested” column. Awards under the 2012 Performance Share Award Program are not reflected above, as performance over the three-year performance period ending December 31, 2014 resulted in a 0% payout. Under the Performance Share Award Program, the actual award value can range from zero to 200% of target. See the “Performance Shares” section of the Compensation Discussion and Analysis.
|
(3)
|
Value based on the December 31, 2014 closing stock price of Rayonier Advanced Materials stock of $22.30 and Rayonier stock of $27.94.
|
(4)
|
Share amounts and option exercise prices shown have been adjusted to reflect the June 2014 3-for-1 stock split.
|
OPTION EXERCISES AND STOCK VESTED
|
||||
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name (1)
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)(2)
|
|
Value Realized on Vesting ($)
|
Paul G. Boynton
|
|
—
|
|
—
|
|
14,904
|
|
619,261
|
Michael R. Herman
|
|
21,500
|
|
786,923
|
|
9,072
|
|
376,942
|
James L. Posze Jr.
|
|
—
|
|
—
|
|
1,422
|
|
59,084
|
Jack M. Kriesel
|
|
45,341
|
|
503,560
|
|
10,368
|
|
430,790
|
(1)
|
Messrs. Ruperto and Woo had no exercise or vesting activity in fiscal 2014.
|
(2)
|
Represents payouts of Rayonier shares under the 2011 Class Performance Share Award Program.
|
PENSION BENEFITS
|
||||
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service (#)
|
|
Present Value of Accumulated Benefit (1) ($)
|
|
Payments During Last Fiscal Year ($)
|
|||
Paul G. Boynton
|
|
Rayonier Advanced Materials Salaried Plan
|
|
15.7
|
|
|
688,350
|
|
|
—
|
|
|
|
Rayonier Advanced Materials Excess Benefit Plan
|
|
15.7
|
|
|
3,669,697
|
|
|
—
|
|
Michael R. Herman
|
|
Rayonier Advanced Materials Salaried Plan
|
|
11.3
|
|
|
487,410
|
|
|
—
|
|
|
|
Rayonier Advanced Materials Excess Benefit Plan
|
|
11.3
|
|
|
940,017
|
|
|
—
|
|
Jack M. Kriesel
|
|
Rayonier Advanced Materials Salaried Plan
|
|
36.5
|
|
|
1,512,175
|
|
|
—
|
|
|
|
Rayonier Advanced Materials Excess Benefit Plan
|
|
36.5
|
|
|
4,293,475
|
|
|
—
|
|
(1)
|
Messrs. Ruperto, Posze and Woo are not participants in the Retirement Plan.
|
(2)
|
Determined using the assumptions that applied for FASB ASC Topic 715-30 disclosure as of December 31, 2014. These assumptions include assumptions regarding mortality, mortality improvement and an interest rate of 3.71%. Employees are assumed to retire at the earliest age that they will be eligible for an unreduced pension (i.e., age 60 and 15 years of service or age 65). Only Mr. Kriesel is currently eligible for an unreduced pension. Benefits are assumed to be paid in the normal form of payment which is a life annuity for single employees and the 90/50 survivor form for married employees.
|
NONQUALIFIED DEFERRED COMPENSATION
|
||||
|
|
|
|
|
Name
|
|
Executive Contributions in Last FY ($) (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
|
|
28,563
|
|
20,244
|
|
10,414
|
|
—
|
|
319,194
|
Frank A. Ruperto
|
|
300
|
|
180
|
|
1
|
|
—
|
|
481
|
Michael R. Herman
|
|
1,115
|
|
4,450
|
|
3,493
|
|
—
|
|
100,656
|
James L. Posze Jr.
|
|
1,075
|
|
5,129
|
|
666
|
|
—
|
|
19,818
|
Jack M. Kriesel
|
|
6,475
|
|
4,422
|
|
1,442
|
|
—
|
|
49,490
|
(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. To the extent that any amounts included in the Aggregate Earnings in Last FY column were considered above-market, those earnings are also reported in the Summary Compensation Table.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
||||
|
|
|
|
|
Name
|
|
Scheduled Severance ($) (1)
|
|
Bonus Severance ($) (2)
|
|
Pension/401(k) Benefit ($) (3)
|
|
Medical/Welfare, Tax and Outplacement Benefits ($) (4)
|
|
Acceleration of Equity Awards ($ ) (5)
|
|
Other (6)
|
|
Excise Tax Reimbursements ($) (7)
|
Paul G. Boynton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,306,693
|
|
4,065,000
|
|
—
|
Involuntary termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,065,000
|
|
—
|
Involuntary or voluntary for good reason termination after change in control
|
|
2,700,000
|
|
3,600,000
|
|
1,290,447
|
|
95,301
|
|
—
|
|
—
|
|
2,129,186
|
Frank A. Ruperto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
518,328
|
|
—
|
|
—
|
Involuntary termination without cause or substantial change in position
|
|
380,000
|
|
231,800
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Involuntary or voluntary for good reason termination after change in control
|
|
1,140,000
|
|
640,500
|
|
94,455
|
|
67,525
|
|
—
|
|
—
|
|
871,418
|
Michael R. Herman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,054,004
|
|
—
|
|
—
|
Involuntary or voluntary for good reason termination after change in control
|
|
1,113,000
|
|
1,170,000
|
|
1,008,344
|
|
76,869
|
|
—
|
|
—
|
|
—
|
James L. Posze Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
377,771
|
|
—
|
|
—
|
Involuntary or voluntary for good reason termination after change in control
|
|
570,000
|
|
350,000
|
|
48,120
|
|
64,117
|
|
—
|
|
—
|
|
—
|
Jack M. Kriesel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Terminated for cause
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Retirement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Change in Control
|
|
—
|
|
—
|
|
—
|
|
—
|
|
604,529
|
|
—
|
|
—
|
Involuntary or voluntary for good reason termination after change in control
|
|
1,110,000
|
|
1,125,000
|
|
498,633
|
|
76,840
|
|
—
|
|
—
|
|
—
|
*
|
In March 2015, our Executive Severance Plan and Stock Plan were amended, effective January 1, 2016, to eliminate entitlement to any excise tax gross-up payments and to eliminate automatic acceleration of time-based equity awards upon a change in control. Because the amounts in this table are reported based on the plan terms in effect as of December 31, 2014, as required by SEC rules, the table reflects amounts attributable to equity acceleration and excise tax reimbursement.
|
(1)
|
Represents the executive’s base pay times the applicable tier multiplier under the Executive Plan (3 times for Tier I and 2 times for Tier II).
|
(2)
|
Represents the applicable tier multiplier times 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 Rayonier Advanced Materials’ 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 Named Executive Officers; and (iii) up to $30,000 in outplacement services.
|
(5)
|
As indicated above, amounts reported in this column reflect plan terms in place on December 31, 2014, which were later amended by our Compensation Committee in March 2015 to eliminate automatic vesting of time-based equity awards upon a change in control. For stock option awards, the value was calculated as the difference between the closing price of Rayonier Advanced Materials and Rayonier stock on December 31, 2014 and the option exercise price. Performance shares (reflected here at target) and restricted stock awards were valued using the closing price of Rayonier Advanced Materials and Rayonier stock on December 31, 2014. Under the Executive Plan, outstanding performance shares for which the performance period is not more than 50% complete vest at target upon a change in control. Outstanding performance shares for which the performance period is more than 50% complete at the time of the change in control will vest at the greater of target or actual performance achievement as determined pursuant to Executive Severance Plan terms.
|
(6)
|
This amount reflects the $4 million cash payment plus interest to which Mr. Boynton would be entitled upon a change in control or any involuntary termination of employment by the Company pursuant to the terms of the CEO Agreement as amended, as described in our Compensation Discussion and Analysis under “CEO Agreement.”
|
(7)
|
As indicated above, amounts reported in this column reflect plan terms in place on December 31, 2014, which were later amended by our Compensation Committee in March 2015, effective January 1, 2016, to eliminate any entitlement to excise tax reimbursement. Upon a change in control, executives may be subject to excise tax under Section 280G of the Code. The Excise Tax Reimbursement column represents the excise tax as well as any excise and income taxes payable as a result of the excise tax reimbursement to which the named executive officer would have been entitled pursuant to the terms of our Executive Severance Plan, as in effect on December 31, 2014. The Employee Matters Agreement required that, following the Separation, Rayonier Advanced Materials adopt an Executive Severance Plan with substantially the same terms as the Executive Severance Plan in place at Rayonier Inc., which included a 280G tax reimbursement provision, and prohibited any change that would result in benefits that are less favorable than those provided under the Rayonier Inc. plan to those Rayonier Advanced Materials employees who were participants in the Rayonier Inc. plan prior to the Separation. The Employee Matters Agreement requires that our Executive Severance Plan remain in effect through at least December 31, 2015 (“Severance Transition Period”). The amounts in the table are based on a 280G excise tax rate of 20 percent, 39.6 percent federal income tax and 2.35 percent Medicare tax.
|
DIRECTOR COMPENSATION
|
||||
|
|
|
|
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(1)
|
|
All Other Compensation ($)
|
|
Total ($)
|
Bloomquist, De Lyle W.
|
|
75,272
|
|
88,763
|
|
—
|
|
164,035
|
Boynton, Paul G.
(2)
|
|
—
|
|
—
|
|
—
|
|
—
|
Brown, II, C. David
|
|
63,500
|
|
—
|
|
—
|
|
63,500
|
Gaumond, Mark E.
|
|
72,500
|
|
—
|
|
—
|
|
72,500
|
Kirsch, James F.
|
|
71,272
|
|
88,763
|
|
—
|
|
160,035
|
Miller, James H.
|
|
51,750
|
|
—
|
|
—
|
|
51,750
|
Morgan, Thomas I.
|
|
56,500
|
|
—
|
|
—
|
|
56,500
|
Palumbo, Lisa M.
|
|
69,772
|
|
88,763
|
|
—
|
|
158,535
|
Townsend, Ronald
|
|
60,000
|
|
—
|
|
—
|
|
60,000
|
(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 14 “Incentive Stock Plans” included in the notes to financial statements in our 2014 Annual Report on Form 10-K. All awards reflect the July 2014 awards of 2,041 shares of restricted stock to each director.
|
(2)
|
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 2014.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
|
||||
|
|
|
|
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
Janus Capital Management LLC
|
|
3,476,588
(1)
|
|
8.20%
|
Janus Contrarian Fund
|
|
|
|
|
151 Detroit Street
|
|
|
|
|
Denver, CO 80206
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
|
|
2,830,650
(2)
|
|
6.60%
|
55 East 52nd Street
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
The Vanguard Group
|
|
2,673,604
(3)
|
|
6.26%
|
100 Vanguard Blvd.
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|
Allianz Global Investors U.S. Holdings LLC
|
|
2,453,265
(4)
|
|
5.80%
|
NFJ Investment Group LLC
|
|
|
|
|
680 Newport Center Drive
|
|
|
|
|
Suite 250
|
|
|
|
|
Newport Beach, CA 92660
|
|
|
|
|
|
|
|
|
|
Abrams Capital, LLC
|
|
2,430,800
(5)
|
|
5.70%
|
Abrams Capital Management, LLC
|
|
|
|
|
Abrams Capital Management, L.P.
|
|
|
|
|
David Abrams
|
|
|
|
|
c/o Abrams Capital Management, L.P.
|
|
|
|
|
222 Berkeley Street, 21st Floor
|
|
|
|
|
Boston, MA 02116
|
|
|
|
|
|
|
|
|
|
Piper Jaffray Companies
|
|
2,174,477
(6)
|
|
5.10%
|
Advisory Research, Inc.
|
|
|
|
|
800 Nicollet Mall
|
|
|
|
|
Suite 800
|
|
|
|
|
Minneapolis, MN 55402
|
|
|
|
|
|
|
|
|
|
(1)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G on February 18, 2015, indicating sole voting power and sole dispositive power over all shares of Common Stock.
|
(2)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G on February 2, 2015, indicating sole voting power over 2,674,900 shares of Common Stock and sole dispositive power over all shares of Common Stock.
|
(3)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G on February 10, 2015, indicating aggregated sole voting power over 30,373 shares of Common Stock,; aggregated sole dispositive power over 2,649,131 shares of Common Stock; and aggregated shared dispositive power over 24,473 shares of Common Stock.
|
(4)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G on February 13, 2015, indicating sole voting power over 2,420,365 shares of Common Stock and sole dispositive power over all shares of Common Stock.
|
(5)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G/A on February 13, 2015, indicating aggregated shared voting power and aggregated shared dispositive power over all shares of Common Stock.
|
(6)
|
Aggregated holdings and percent of class as of December 31, 2014 as reported to the SEC on Schedule 13G on February 17, 2015, indicating shared voting power over 2,109,121 shares of Common Stock and shared dispositive power over all shares of Common Stock.
|
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
|
||||
|
|
|
|
|
|
|
Beneficial Ownership
|
||||
Name of Beneficial Owner
|
|
Stock
Beneficially Owned
|
|
Exercisable Stock Options
(1)
|
|
Percent of Class
|
DeLyle W. Bloomquist
|
|
2,041
(3)
|
|
—
|
|
*
|
Paul G. Boynton
|
|
218,627
(2)(3)
|
|
70,841
|
|
*
|
C. David Brown, II
|
|
14,229
(3)
|
|
—
|
|
*
|
Mark E. Gaumond
|
|
2,834
(3)
|
|
—
|
|
*
|
James F. Kirsch
|
|
2,041
(3)
|
|
—
|
|
*
|
James H. Miller
|
|
2,264
(3)
|
|
—
|
|
*
|
Thomas I. Morgan
|
|
2,385
(3)
|
|
—
|
|
*
|
Lisa M. Palumbo
|
|
13,495
(2)(3)
|
|
—
|
|
*
|
Ronald Townsend
|
|
3,816
(3)
|
|
—
|
|
*
|
Michael R. Herman
|
|
90,205
(2)(3)
|
|
25,377
|
|
*
|
James L. Posze, Jr.
|
|
27,951
(2)(3)
|
|
3,210
|
|
*
|
Frank A. Ruperto
|
|
30,644
(2)(3)
|
|
1,391
|
|
*
|
Directors and executive officers as a group (15 persons)
|
|
462,677
(2)(3)
|
|
112,452
|
|
1.34%
|
*
|
Indicates that the percentage of beneficial ownership of the director or executive officer does not exceed 1 percent of the class.
|
(1)
|
Pursuant to SEC regulations, stock receivable through the exercise of employee stock options that are exercisable within 60 days after March 2, 2015 are deemed to be beneficially owned as of March 2, 2015.
|
(2)
|
Includes the following share amounts allocated under the Savings Plan to the accounts of Mr. Boynton, 3,977; Mr. Herman, 532; Ms. Palumbo, 434; Mr. Posze, 414; Mr. Ruperto, 347 and all directors and executive officers as a group, 5,704.
|
(3)
|
Includes outstanding unvested restricted stock awards as follows: Messrs. Bloomquist and Kirsch and Ms. Palumbo, 2,041, Messrs. Brown, Gaumond, Miller, Morgan and Townsend, 702, Mr. Boynton, 102,344, Mr. Herman, 32,948, Mr. Posze, 20,500, Mr. Ruperto, 24,297 and all directors and executive officers as a group, 228,813.
|
EQUITY COMPENSATION PLAN INFORMATION
|
||||
|
|
|
|
|
Plan category
|
|
(A)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
(B)
Weighted average exercise price of outstanding options, warrants and rights
|
|
(C)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
|
Equity compensation plans approved by security holder
|
|
2,267,743 (1)
|
|
$28.55
|
|
3,778,721 (2)
|
Equity compensation plans not approved by security holder
|
|
N/A
|
|
N/A
|
|
N/A
|
Total
|
|
2,267,743
|
|
$28.55
|
|
3,778,721
|
(1)
|
Consists of 180,325 outstanding stock options awarded under the 2004 Incentive Stock Plan, 969,737 outstanding stock options awarded under the Rayonier Incentive Stock Plan, 355,171 outstanding stock options awarded under the Rayonier Advanced Materials Incentive Stock Plan and 762,510 performance shares (assuming maximum payout) awarded under the Rayonier Incentive Stock Plan and the Rayonier Advanced Materials Incentive Stock Plan. The weighted-average exercise price in column (B) does not take performance shares into account.
|
(2)
|
Consists of shares available for future issuance under the Rayonier Advanced Materials Incentive Stock Plan.
|
EXECUTIVE OFFICERS
|
||||
|
|
|
|
|
ADVISORY VOTE ON “SAY ON PAY”
|
||||
|
|
|
|
|
ADVISORY VOTE ON “SAY WHEN ON PAY”
|
||||
|
|
|
|
|
ITEM 3-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
||||
|
|
|
|
|
REPORT OF THE AUDIT COMMITTEE
|
||||
|
|
|
|
|
Mark E. Gaumond,
Chair
|
James H. Miller
|
DeLyle W. Bloomquist
|
Lisa M. Palumbo
|
James F. Kirsch
|
Ronald Townsend
|
Fees (in millions)
|
2014
|
2013
5
|
||
Audit fees
1
|
$
|
2,092,000
|
|
NA
|
Audit-related fees
2
|
—
|
|
NA
|
|
Tax fees
3
|
45,000
|
|
NA
|
|
All other fees
4
|
4,000
|
|
NA
|
|
|
$
|
2,141,000
|
|
NA
|
MISCELLANEOUS
|
||||
|
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
By:
|
/s/ Michael R. Herman
|
|
|
Michael R. Herman
Corporate Secretary
|
1.
|
The Committee will approve the fees for the annual audit of the Company’s financial statements and reviews of quarterly financial statements.
|
2.
|
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.
|
3.
|
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.
|
4.
|
The following audit-related services are pre-approved as they become required and need commencement before notifying the Chairman:
|
a.
|
Required audits of wholly-owned subsidiaries of the Company,
|
b.
|
Consent letters,
|
c.
|
Audits of statutory financial statements in countries where audited financial statements must be filed with government bodies,
|
d.
|
Annual audits of the Company’s defined benefit and savings plans,
|
e.
|
Agreed-upon procedures or other special report engagements performed in connection with requirements under debt agreements or environmental laws, and
|
f.
|
Subscription services for technical accounting resources and updates.
|