x
|
Definitive Proxy Statement
|
x
|
No fee required.
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
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):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
o
|
Fee paid previously with preliminary materials.
|
o
|
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.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
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
|
|
—
|
|
—
|
|
4,827,611
|
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.
|