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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Definitive Proxy Statement
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April 7, 2017

Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders on May 22, 2017, at the Conference Center, 3852 Union Carbide Road, Woodbine, Georgia, at 11:30 a.m. local time. In the following Notice of 2017 Annual Meeting and Proxy Statement, we describe the matters on which you will be asked to vote at the meeting.
The Securities and Exchange Commission rules allow us to furnish our proxy materials to you over the Internet. This allows us to provide important information to you in a more timely, efficient and cost-effective manner.
Your vote is very important. I urge you to vote on the Internet, by telephone or by mail in order to be certain that your stock is represented at the meeting, even if you plan to attend.

 
By:
/s/Paul G. Boynton
 
 
Paul G. Boynton
Chairman, President and Chief Executive Officer



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April 7, 2017

NOTICE OF 2017 ANNUAL MEETING
Notice is hereby given that the 2017 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc., a Delaware corporation, will be held at the Conference Center, 3852 Union Carbide Road, Woodbine, Georgia on Monday, May 22, 2017 at 11:30 a.m. local time, for purposes of:
1)
electing three Class III directors to terms expiring in 2020;
2)
approving, in a non-binding vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;
3)
approving the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan;
4)
ratifying the appointment of Grant Thornton as our independent registered public accounting firm for 2017; and
5)
acting upon such other matters as may properly come before the meeting.
All Rayonier Advanced Materials stockholders of record at the close of business on March 24, 2017 are entitled to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to determine which voting methods are available to you. We urge you to complete and submit your proxy electronically or by telephone (if those options are available to you) as a means of reducing the Company’s expenses related to the meeting.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. Without your instructions, New York Stock Exchange rules do not allow your broker to vote your shares on any of the proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a stockholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.

We urge you to vote your stock, by any of the available methods, at your earliest convenience.
 
By:
/s/Michael R. Herman
 
 
Michael R. Herman
Corporate Secretary



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TABLE OF CONTENTS
Item
 
Page
 
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
 
QUESTIONS AND ANSWERS
 
NOTE ABOUT FORWARD-LOOKING STATEMENTS
 
NOTE ABOUT NON-GAAP FINANCIAL MEASURES
 
SEPARATION OF THE COMPANY FROM RAYONIER INC.
 
CORPORATE GOVERNANCE HIGHLIGHTS
1
ELECTION OF DIRECTORS
 
Director Qualifications
 
Information as to the Three Nominees for Election to the Board of Directors
 
Information as to Other Directors
 
CORPORATE GOVERNANCE
 
Corporate Governance Principles
 
Director Independence
 
Committees of the Board of Directors
 
Independent Non-Management Director Meetings and Independent Lead Director
 
Board Leadership Structure and Oversight of Risk
 
Independent Lead Director
 
Management Succession Planning
 
Director Attendance at Annual Meeting of Stockholders
 
Communications with the Board
 
Director Nomination Process
 
Diversity
 
Related Person Transactions
 
Standard of Ethics and Code of Corporate Conduct
 
Compensation Committee Interlocks and Insider Participation; Processes and Procedures
 
EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
 
Executive Summary
 
2016 Highlights
 
Best Compensation Practices and Policies
 
2016 Say-On-Pay
 
2016 Compensation Metrics and Performance
 
CEO Pay At-A-Glance
 
What Guides Our Program
 
Our Compensation Philosophy
 
The Principal Elements of Pay: Total Direct Compensation
 
Pay Mix
 
Our Decision Making Process
 
The Role of the Compensation Committee
 
The Role of Management
 
The Role of the Independent Consultant
 
The Role of Benchmarking and the Compensation Peer Groups
 
The 2016 Executive Compensation Program


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Item
 
Page
 
Base Salary
 
2016 Annual Corporate Bonus Program
 
2016 Final Bonus Program Payouts
 
Annual Long-Term Incentives: Equity Awards
 
Other Practices, Policies and Guidelines
 
Stock Ownership Requirements
 
Anti-Hedging Policy
 
Clawback Policy
 
2016 Risk Assessment
 
Severance and Change in Control Benefits
 
Other Benefits and Perquisites
 
Retirement Benefits
 
Personal Benefits
 
2017 Compensation Decisions
 
Tax and Accounting Considerations
 
Report of the Compensation and Management Development Committee
 
SUMMARY COMPENSATION TABLE
 
GRANTS OF PLAN BASED AWARDS
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
OPTION EXERCISES AND STOCK VESTED
 
PENSION BENEFITS
 
NON-QUALIFIED DEFERRED COMPENSATION
 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 
AGREEMENTS WITH OUR NEOS
 
DIRECTOR COMPENSATION
 
2016/2017 Changes to Director Compensation
 
2016/2017 Cash Compensation Paid to Non-Management Directors
 
Annual Equity Awards
 
Limit on Annual Equity Awards
 
Cash Fees Deferral Plan
 
Mandatory Stock Ownership
 
Other Compensation and Benefits
 
2016 Director Compensation Table
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
EXECUTIVE OFFICERS
2
ADVISORY VOTE ON “SAY ON PAY”
3
PROPOSAL TO APPROVE THE RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN
 
Outstanding Awards Under the Prior Plan and Determination of Share Reserve for the 2017 Plan
 
Key Governance Highlights of the 2017 Plan
 
Key Terms of the 2017 Plan
 
Stockholder Approval Requirement
 
Summary of the 2017 Plan
 
Administration


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Item
 
Page
 
Individual Award Limits
 
Types of Awards
 
Change in Control
 
Adjustments for Certain Events
 
Amendment or Termination
 
Restrictive Covenants; Clawbacks
 
Certain U.S. Federal Tax Consequences
 
Plan Benefits
 
EQUITY COMPENSATION PLAN INFORMATION
 
IRC SECTION 162(m)
 
BOARD RECOMMENDATION
4
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Change in Independent Registered Public Accounting Firm in 2016
 
Appointment of Grant Thornton as Independent Registered Public Accounting Firm for Fiscal Year 2017
 
REPORT OF THE AUDIT COMMITTEE
 
Audit Committee Financial Experts
 
Information Regarding Independent Registered Public Accounting Firm
 
MISCELLANEOUS
 
Annual Report
 
Delivery of Materials to Stockholders Sharing an Address
 
COMPENSATION PEER GROUPS
 
RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN
 
RAYONIER ADVANCED MATERIALS INC. AUDIT COMMITTEE POLICIES AND PROCEDURES


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PROXY STATEMENT
2017 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc.
Monday, May 22, 2017

The 2017 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc. (the “Annual Meeting”) will be held on May 22, 2017, for the purposes set forth in the accompanying Notice of 2017 Annual Meeting. This Proxy Statement and the accompanying proxy card are furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and at any adjournment of the meeting. We may refer to Rayonier Advanced Materials Inc. in this Proxy Statement as “we”, “us”, “our”, the “Company” or “Rayonier Advanced Materials”.

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
We are utilizing Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Internet Notice tells you how to access and review the Proxy Statement and our 2017 Annual Report to Stockholders (the “Annual Report”), which includes our 2016 Annual Report on Form 10-K, as well as instructions how to submit your proxy over the Internet. If you received the Internet Notice and would still like to receive a printed copy of our proxy materials, simply follow the instructions for requesting printed materials included in the Internet Notice.
The Internet Notice, these proxy solicitation materials and our Annual Report were first made available on the Internet and mailed to certain stockholders on or about April 7, 2017.
The Notice of 2017 Annual Meeting, this Proxy Statement and our Annual Report are available at www.ProxyVote.com.

QUESTIONS AND ANSWERS
Q:
WHAT AM I VOTING ON?
A:
You are being asked by the Company to vote on four matters: (1) the election of three Class III directors: DeLyle W. Bloomquist, Paul G. Boynton and Mark E. Gaumond (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”, information can be found in the “Advisory Vote on Say on Pay” section); (3) approval of the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan (more information can be found in “Item 3”); and (4) ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2017 (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 and “FOR” each of the other proposals.
Q:
WHO IS ENTITLED TO VOTE?
A:
The record holder of each of the 43,222,750 shares of Rayonier Advanced Materials common stock (“Common Stock”) outstanding at the close of business on March 24, 2017 is entitled to one vote for each share of stock owned.

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Q:
HOW DO I VOTE?
A:
You can vote in any one of the following ways:
You can vote on the Internet by following the “Vote by Internet” instructions on your Internet Notice or proxy card.
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.
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.
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.
Regardless of how you choose to vote, your vote is important and we encourage you to vote promptly.
Q:
HOW DO I VOTE STOCK THAT I HOLD THROUGH AN EMPLOYEE BENEFIT PLAN SPONSORED BY THE COMPANY?
A:
If you hold Common Stock of the Company through any of the following employee benefit plans, you can vote them by following the instructions above:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
Rayonier Advanced Materials Inc. Jesup Plant Savings Plan for Hourly Employees
Rayonier Advanced Materials Inc. Fernandina Plant Savings Plan for Hourly Employees
Note that if you do not vote your stock held in any of these Company employee benefit plans or do not specify your voting instructions on your proxy card, the trustee of the employee benefit plans will vote your plan stock in the same proportion as the stock for which voting instructions have been received. To allow sufficient time for voting by the trustee, your voting instructions for stock held in the above employee benefit plans must be received by May 18, 2017.
Q:
WHAT DO I NEED TO DO TO ATTEND THE ANNUAL MEETING?
A:
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 24, 2017 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.
Admission to the Annual Meeting is limited to stockholders as of the record date and one immediate family member; one individual properly designated as a stockholder’s authorized proxy holder; or one qualified representative authorized to present a stockholder proposal properly before the meeting.
No cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting. The Company may implement additional security procedures to ensure the safety of the meeting attendees.

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Q:
IS MY VOTE CONFIDENTIAL?
A:
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:
as needed to permit Broadridge and our inspector of elections to tabulate and certify the vote;
as required by law;
if we determine that a genuine dispute exists as to the accuracy or authenticity of a proxy, ballot or vote; or
in the event of a proxy contest where all parties to the contest do not agree to follow our confidentiality policy.
Q:
WHAT STOCK IS COVERED BY MY INTERNET NOTICE OR PROXY CARD?
A:
You should have been provided an Internet Notice or proxy card for each account in which you own Common Stock either:
directly in your name as the stockholder of record, which includes stock purchased through any of our employee benefit plans; or
indirectly through a broker, bank or other holder of record.
Q:
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR PROXY CARD?
A:
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.
Q:
HOW CAN I CHANGE MY VOTE?
A:
You can revoke your proxy and change your vote by:
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);
signing and submitting another proxy card with a later date at any time before the polls close at the Annual Meeting;
giving timely written notice of revocation of your proxy to our Corporate Secretary at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, Florida 32207; or
voting again in person before the polls close at the Annual Meeting.
Q:
HOW MANY VOTES ARE NEEDED TO HOLD THE MEETING?
A:
In order to conduct the Annual Meeting, a majority of the Common Stock outstanding as of the close of business on March 24, 2017 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:
HOW MANY VOTES ARE NEEDED TO ELECT THE NOMINEES FOR DIRECTOR?
A:
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.
Please note that under New York Stock Exchange (“NYSE”) rules, banks and brokers are not permitted to vote the uninstructed stock of their customers on a discretionary basis (referred to as “broker non-votes”) in the election of directors. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock in the election of directors, no votes will be cast on your behalf in the election of directors. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the election of directors.
Q:
HOW MANY VOTES ARE NEEDED TO APPROVE THE “SAY ON PAY” PROPOSAL?
A:
The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required for approval, on an advisory basis, of the Say on Pay proposal. Abstentions will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will not affect the outcome of the proposal.
Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to executive compensation. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.
Q:
HOW MANY VOTES ARE NEEDED TO APPROVE THE RAYONIER ADVANCED MATERIALS INC. 2017 INCENTIVE STOCK PLAN?
A:
The proposal to approve the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan will be approved if the number of votes cast “FOR” the Plan exceeds the number of votes cast “AGAINST” it plus abstentions. As a result, abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes will not affect the outcome of the vote.
Banks and brokers are not permitted to vote uninstructed stock for any Company proposals relating to executive compensation. As a result, if you hold your stock through an account with a bank or broker and you do not instruct your bank or broker how to vote your stock on this proposal, no votes will be cast on your behalf with regard to approval of the proposal. Because broker non-votes will have no effect on the outcome of the vote, it is critical that you instruct your bank or broker if you want your vote to be counted in the approval of the proposal.
Q:
HOW MANY VOTES ARE NEEDED TO APPROVE THE RATIFICATION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM?
A:
The affirmative vote of a majority of shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of the Company's independent registered public accounting firm. Abstentions will have the same effect as a vote "AGAINST" this proposal. We do not anticipate that there will be any broker non-votes with regard to the proposal.
Q:
WILL ANY OTHER MATTERS BE VOTED ON?
A:
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 they believe to be in the best interest of our stockholders. Under the Company’s bylaws, all stockholder proposals must have been received by December 9, 2016 to be

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considered for inclusion in this Proxy Statement, and all other stockholder proposals and director nominations must have been received between January 23, 2017 and February 22, 2017 to be otherwise properly brought before the Annual Meeting. We have not received any stockholder proposals or director nominations from stockholders to be acted upon at the Annual Meeting.
Q:
WHO WILL COUNT THE VOTES?
A:
Representatives of Broadridge will count the votes, however submitted. A Company representative will act as inspector of elections.
Q:
HOW WILL I LEARN THE RESULTS OF THE VOTING?
A:
We will announce the voting results of the proposals at the Annual Meeting and in a Form 8-K to be filed with the SEC no later than four business days following the Annual Meeting.
Q:
WHO PAYS THE COST OF THIS PROXY SOLICITATION?
A:
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 $30,000 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.
Q:
WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS DUE?
A:
For a stockholder proposal (other than a director nomination) to be considered for inclusion in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders (the “2018 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 December 8, 2017. 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:
Corporate Secretary
Rayonier Advanced Materials Inc.
1301 Riverplace Boulevard, Suite 2300
Jacksonville, Florida 32207
For a stockholder proposal (including a director nomination) to be properly brought before the stockholders at the 2018 Annual Meeting outside of the Company’s Proxy Statement, the stockholder must comply with the requirements of the Company’s bylaws and give timely notice in accordance with such bylaws, which, in general, require the notice be received by the Corporate Secretary: (i) no earlier than the close of business on January 22, 2018; and (ii) no later than the close of business on February 21, 2018.
If the date of the 2018 Annual Meeting is moved more than 30 days before or more than 60 days after May 22, 2018, then notice of a stockholder proposal that is not intended to be included in the Company’s Proxy Statement must be received no earlier than the close of business 120 days prior to the meeting and not later than the close of business on the later of: (a) 90 days prior to the meeting; or (b) if the first public announcement of the date of the 2018 Annual Meeting is less than 100 days prior to the date of such meeting, 10 days after public announcement of the meeting date.
We strongly encourage any stockholder interested in submitting a proposal for the 2018 Annual Meeting to contact our Corporate Secretary at (904) 357-4600 prior to submission in order to discuss the proposal.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this Proxy Statement, including statements in the Compensation Discussion and Analysis, regarding anticipated financial, business, legal or other outcomes, including business and market conditions, outlook and other similar statements regarding the Company, and the assumptions on which those statements are based, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “anticipate,” “forecast” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Item 1A - Risk Factors in our Annual Report on Form 10-K . Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law.

NOTE ABOUT NON-GAAP FINANCIAL MEASURES

This document contains and discusses certain non-GAAP (as defined below) financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted free cash flows. These non-GAAP measures are discussed in the Compensation Discussion and Analysis section and in the Advisory Vote on “Say on Pay” section and are reconciled to each of their respective most directly comparable GAAP financial measures as described therein.
  
We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors, and our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, for purposes of determining management incentive compensation and budgeting, forecasting and planning purposes.

We do not consider these non-GAAP measures an alternative to financial measures determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The principal limitations of these non-GAAP financial measures are that they may exclude significant expenses and income items that are required by GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment about which expenses and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management provides reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures. Non-GAAP financial measures should not be relied upon, in whole or part, in evaluating the financial condition, results of operations or future prospects of the Company.
SEPARATION OF THE COMPANY FROM RAYONIER INC.
On June 27, 2014, the Company became an independent, publicly-traded company as a result of the distribution by Rayonier Inc. (“Rayonier”) of 100% of the outstanding Common Stock of the Company to Rayonier’s shareholders, which we refer to as the “Separation”. The Company was incorporated in Delaware as a wholly owned subsidiary of Rayonier on January 16, 2014 and is comprised of Rayonier’s former performance fibers business. The Company’s Registration Statement on Form 10 was declared effective by the SEC on June 13, 2014. For additional information, please see our Information Statement, which is attached as Exhibit 99.1 to the Company’s Report on Form 8-K filed with the SEC on June 18, 2014.

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CORPORATE GOVERNANCE HIGHLIGHTS
Our Board of Directors recognizes our need for effective corporate governance that allows our Board and management, while focused primarily on the creation of long term value for our stockholders, to also consider the interests of our employees and the communities in which we do business. Supporting that philosophy, we have adopted many leading corporate governance practices, including:
Practice
Description
BOARD COMPOSITION AND ACCOUNTABILITY
Independence
Our Corporate Governance Principles (CGPs) require that not less than 75% of our directors must be independent. Currently 89% (8 of 9) of our directors are independent and each of our Board committees consists entirely of independent directors. See “Director Independence” section.
Experience and
 Qualifications
The composition of our Board represents a diverse and broad mix of skills, experience, knowledge and perspectives relevant to our business. A summary of relevant director experience can be found in the “Director Qualifications” section.
Independent Lead
 Director
Our CGPs require an Independent Lead Director with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chair of the Board. See “Independent Lead Director” section.
Annual Management
 Succession Planning
 Review
Our Board conducts an annual review of management development and succession planning for the CEO and Company senior leadership. See “Management Succession Planning” section.
Director Tenure
Our CGPs provide that no director may be nominated for election following the director’s 74th birthday. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any significant change in the director’s principal employment or personal circumstance that could adversely impact his or her reputation or the reputation of the Company. See “Director Qualifications” section.
Director Overboarding
 Limits
Our CGP’s contain provisions to ensure that each of our directors is able to dedicate the meaningful amount of time and attention necessary to be a highly effective member of the Board. A director who is not serving as CEO of a public company may serve on no more than three public company boards (in addition to our Board) and a director serving as the CEO of a public company (including our CEO) may serve on no more than one other public company board (in addition to our Board). Also, no director serving on the Company’s Audit Committee may also serve on the Audit Committee of more than two other companies.
Mandatory Stock
 Ownership
Each of our directors is required to own Company stock totaling not less than the number of shares constituting the equity portion of his or her annual retainer for the previous four years. See “Mandatory Stock Ownership” section.
Limit on Equity Awards
Our Equity Incentive Plan limits annual director equity awards. See “Limit on Annual Equity Awards” section.
SHAREHOLDER RIGHTS
Single Voting Class
All holders of Rayonier Advanced Materials common stock have the same voting rights -- one vote per share of stock.
Majority Voting Standard for Director Elections
Our by-laws mandate that directors be elected under a “majority voting” standard in uncontested elections. Each director must receive more votes “For” his or her election than votes “Against” in order to be elected.
Director Resignation
Any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. The Nominating and Corporate Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer and publicly disclose its decision and rationale.
No Poison Pill
We do not have a shareholder rights plan, also known as a “poison pill” in place.

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ITEM  1 - ELECTION OF DIRECTORS
Our Board of Directors is responsible for establishing overall corporate policy and for overseeing management and the ultimate performance of the Company. The Board reviews strategy and significant developments affecting the Company and acts on matters requiring Board approval. The Board held 11 meetings during fiscal year 2016 and all directors attended at least 75% of the combined total of all (i) Board meetings and (ii) meetings of committees of the Board of which the director was a member during his or her tenure as a Board member.
The Board consists of three classes, each comprised of three directors. Directors for each class will be voted on at the annual meeting of stockholders held in the year in which the term for that class expires, and after election, will serve for a term of three years. The terms of the Class III directors expire at the 2017 Annual Meeting and such directors are presented for election. The terms of the Class I directors will expire at the 2018 Annual Meeting, and the terms of the Class II directors are set to expire at the 2019 Annual Meeting.
Accordingly, stockholders are being asked to vote on the election of the three Class III directors, each to serve until the 2020 Annual Meeting of Stockholders (and their successors are duly elected and qualified). The Board has no reason to believe any nominee will be unable to serve as a director. If, however, a nominee should be unable to serve at the time of the Annual Meeting, Common Stock properly represented by valid proxies will be voted in connection with the election of a substitute nominee nominated by the Board. Alternatively, the Board may either allow the vacancy to remain unfilled until an appropriate candidate is located or may reduce the authorized number of directors to eliminate the unfilled seat.
If any incumbent nominee for director should fail to receive the required affirmative vote of a majority of the votes cast with regard to his or her election, under Delaware law (the Company’s state of incorporation) the director would remain in office as a “holdover” director until a successor is elected or the director resigns, retires or is otherwise removed. In such a situation, our CGPs require the director to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee (the “Nominating Committee”) would then consider such resignation and make a recommendation to the Board as to whether to accept or decline the resignation. The Board would then make a determination and publicly disclose its decision and rationale within 90 days after receipt of the tendered resignation.
Director Qualifications

We believe the members of our Board of Directors have an optimal mix of relevant and diverse experience, skills, knowledge and expertise given the Company’s business, together with demonstrated integrity, judgment, leadership and collegiality, to effectively advise and oversee management in executing our strategy. There are no specific minimum qualifications for director nominees other than, as required by our CGPs, no director nominee may stand for election after he or she has reached the age of 74. In identifying and evaluating potential nominees, our Nominating Committee seeks individuals who have the experience, skills, knowledge, expertise and personal and professional integrity to be effective, in conjunction with the other Board members, in collectively serving the long-term interest of our stockholders. Criteria for Board membership are periodically evaluated by the Nominating Committee taking into account the Company’s strategy, objectives, markets, operations, regulatory environment and other relevant factors, as well as changes, if any, in applicable laws and NYSE listing standards.

The Nominating Committee believes that each of our directors has an established record of accomplishment in areas relevant to our business and objectives and possesses the characteristics identified in our CGPs as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment.

Each of the directors listed below, including the three nominees for election, has experience as a senior executive and also is serving or has served as a director of one or more private or public companies and on a variety of board committees. As such, each has executive experience, as either or both of a director or senior executive, in most, if not all, of the following areas which are critical to the conduct of the Company’s business; strategy development and implementation, global operations, risk assessment and management, accounting and financial reporting, internal controls, corporate finance, the evaluation, compensation, motivation and retention of senior executive talent, public

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policy as it impacts global industrial companies, compliance program oversight and corporate governance. Many of the directors also bring particular insights into specific end-markets and geographic markets that are important to the Company. Our directors collectively provide a range of perspectives, experiences and competencies well-suited to providing advice and counsel to management and to overseeing the Company’s business and operations. In addition to these qualifications, which are shared by the three nominees for election, more specific information about each of our directors’ individual experience and qualifications is included below.

The graph below shows the number of directors who have certain of the skills, qualifications and experience in key areas that are important for the Board’s management and oversight of the Company’s business.

DIRECTOR EXPERIENCE
(number of directors with relevant experience)
 
 
 
Public Company Governance/Board Experience (other than the Company)
7
 
 
 
 
 
Finance Expertise/Accounting
5
 
 
 
 
 
 
 
International Business
5
 
 
 
 
 
 
Manufacturing/Distribution
5
 
 
 
 
 
 
 
 
Industry Experience (Forest Products and/or Chemical)
4
 
 
 
 
 
 
 
 
 
Public Company CEO
3
 
 
 
 
 
 
 
 
 
 
Legal/Compliance
3
 
 
 
 
 
 
 
 
 
 
 
Consulting/Academic
2
 
 
 
 
 

A biography of each member of the Company’s Board of Directors, including the three nominees for election, is set forth below. Also included is a statement regarding each nominee’s individual qualifications for Board service, as well as a statement of individual qualifications for each of the other directors.

THE BOARD OF DIRECTORS RECOMENDS THAT YOU VOTE “FOR” EACH OF THE THREE NOMINEES NAMED BELOW FOR ELECTION TO THE BOARD OF DIRECTORS.

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Information as to the Three Nominees for Election to the Board of Directors

Class III, Terms Expiring in 2017
 
DE LYLE W. BLOOMQUIST, Age 57    Director Since 2014

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Mr. Bloomquist retired in March 2015 as the President, Global Chemical Business of Tata Chemicals Limited (an international inorganic chemical and fertilizer manufacturing company), a position he held since 2009. Previously, he served as President and Chief Executive Officer (“CEO”) of General Chemical Industrial Products (which was acquired by Tata Chemicals in 2008) from 2004 to 2009. Prior to that, Mr. Bloomquist served at General Chemical Group Inc. in positions of increasing responsibility from 1991 to 2004, including Division Vice President and General Manager, Industrial Chemicals and Vice President and Chief Operating Officer. Mr. Bloomquist serves on the Board of Directors of Crystal Peak Minerals Inc. f/k/a EPM Mining Ventures Inc., Huber Engineered Materials, Costa Farms, Inc. and PDS Biotechnology Corporation. He also serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University. Mr. Bloomquist is a graduate of Brigham Young University and holds an MBA from Carnegie Mellon University.
Mr. Bloomquist has over 25 years of domestic and international experience in the chemicals industry, including in the areas of finance, sales, logistics, operations, IT, strategy and business development, as well as CEO and other senior leadership experience. We believe Mr. Bloomquist’s depth and breadth of experience and expertise in the chemicals industry makes him particularly well suited to assist the Board with operational and strategic decisions about the Company’s business.


 
PAUL G. BOYNTON, Age 52    Director Since 2014
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Mr. Boynton is Chairman, President and CEO of the Company, a position he has held since June 2014. Previously he held a number of positions of increasing responsibility with Rayonier, including Senior Vice President, Performance Fibers from 2002 to 2008, Senior Vice President, Performance Fibers and Wood Products from 2008 to 2009, Executive Vice President, Forest Resources and Real Estate from 2009 to 2010, President and Chief Operating Officer from 2010 to 2011, President and CEO from January 2012 to May 2012 and Chairman, President and CEO from May 2012 to June 2014. Mr. Boynton joined Rayonier as Director, Specialty Pulp Marketing and Sales in 1999. Prior to joining Rayonier, he held positions with 3M Corporation from 1990 to 1999, including as Global Brand Manager, 3M Home Care Division. Mr. Boynton serves on the Board of Directors of The Brink’s Company, is also a member of the Board of Governors and its Executive Committee of the National Council for Air and Stream Improvement, a member of the Board of Directors of the National Association of Manufacturers and a member of the Board of Directors of the Federal Reserve Bank of Atlanta’s Jacksonville Branch. From 2012 until 2014 Mr. Boynton also served as a director of Rayonier. He holds a bachelor’s degree in Mechanical Engineering from Iowa State University, an MBA from the University of Iowa and graduated from the Harvard University Graduate School of Business Advanced Management Program.

As a result of Mr. Boynton’s previous service as Rayonier’s President and CEO from January 2012 to June 2014 and as its Chairman from May 2012 to June 2014, and his previous service as Senior Vice President, Performance Fibers and Senior Vice President, Performance Fibers and Wood Products, Mr. Boynton has developed valuable business, management and leadership experience, as well as extensive knowledge of the Company and long-standing relationships with its major customers. We believe this experience, together with his marketing and engineering background, make Mr. Boynton uniquely well suited to help lead the Board’s considerations of strategic and operational decisions and manage the Company’s business.


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MARK E. GAUMOND, Age 66    Director Since 2014
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Mr. Gaumond is the former Americas Senior Vice Chair - Markets of Ernst & Young (a global leader in assurance, tax, transaction and advisory services), a position he held from 2006 to 2010. Previously he served as Ernst & Young’s Managing Partner, San Francisco from 2003 to 2006 and as an audit partner on several major clients. Prior to joining Ernst & Young, Mr. Gaumond was a Managing Partner with Arthur Andersen from 1994 to 2002 and a partner in the firm’s audit practice from 1986 to 1994. Mr. Gaumond serves on the Boards of Directors of Booz Allen Hamilton Holding Corporation, First American Funds, the Fishers Island Development Corporation and the Walsh Park Benevolent Corporation. He formerly served as a director of Cliffs Natural Resources, Inc. from July 2013 to September 2014, Rayonier from November 2010 to June 2014, and is a former trustee of the California Academy of Sciences. Mr. Gaumond holds a bachelor’s degree from Georgetown University, College of Arts and Sciences and an MBA from the Leonard N. Stern School of Business, New York University. In addition, Mr. Gaumond is a member of The American Institute of Certified Public Accountants.
Mr. Gaumond has 35 years of managerial, financial and accounting experience working extensively with senior management, audit committees and boards of directors of public companies. We believe Mr. Gaumond’s experience and financial expertise allow him to significantly contribute to our Board’s oversight of the Company’s overall financial performance, auditing and its external auditors, and controls over financial reporting.
Information as to Other Directors

Class I, Terms to Expire in 2018
 
CHARLES E. ADAIR, Age 69    Director Since 2015

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Mr. Adair has been a partner of Cordova Ventures and Kowaliga Capital, Inc. (venture capital fund management companies) since 1993, where he serves as manager of venture capital funds. Mr. Adair was associated with Durr-Fillauer Medical, Inc. where he served in various capacities including President and Chief Operating Officer from 1973 to 1992. Mr. Adair serves on the Board of Directors of Tech Data Corporation and Torchmark Corporation. Mr. Adair also served on the Board of Directors of PSS World Medical, Inc. (“PSS”), from 2002 through February 2013, when PSS was acquired by McKesson Corp. Mr. Adair is a Certified Public Accountant (inactive) and holds a B.S. degree in Accounting from the University of Alabama.
Mr. Adair brings significant experience in public company governance as a director, financial management and accounting, as well as extensive distribution and global supply chain expertise. As a result, we believe he is particularly well suited to contribute to Board oversight of the Company’s governance and overall financial performance, auditing and its external auditors, and controls over financial reporting.

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JAMES F. KIRSCH, Age 59    Director Since 2014

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Mr. Kirsch served as the Chairman, President and CEO of Ferro Corporation (a leading producer of specialty materials and chemicals) from 2006 to 2012. He joined Ferro in October 2004 as its President and Chief Operating Officer, was appointed CEO and Director in November 2005 and was elected Chairman in December 2006. Prior to that, from 2002 through 2004, he served as President of Quantum Composites, Inc. (a manufacturer of thermoset molding compounds, parts and sub-assemblies for the automotive, aerospace, electrical and HVAC industries). From 2000 through 2002, he served as President and director of Ballard Generation Systems and Vice President for Ballard Power Systems in Burnaby, British Columbia, Canada. Mr. Kirsch began his career with The Dow Chemical Company, where he spent 19 years and held various positions of increasing responsibility, including global business director of Propylene Oxide and Derivatives and Global Vice President of Electrochemicals. He formerly served as a director of Cliffs Natural Resources, Inc. from March 2010 to August 2014 and as the Executive Chairman from January 2014 to August 2014. He is a graduate of The Ohio State University.

Mr. Kirsch brings a wealth of senior management experience with major organizations with international operations, and has substantial experience in the areas of specialty materials and chemicals. As a former chairman, president and CEO of a NYSE-listed company, he brings considerable senior leadership experience to the Board and the committees thereof on which he serves.

 
RONALD TOWNSEND, Age 75    Director Since 2014

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Mr. Townsend is an independent communications consultant, based in Jacksonville, Florida since 1997. He retired from Gannett Company (a diversified news and information company) in 1996 after serving 22 years in positions of increasing responsibility, including as President of Gannett Television Group. Mr. Townsend is a trustee of the University of North Florida. He formerly served as a director of Rayonier from February 2001 to June 2014. Mr. Townsend attended The City University of New York, Bernard Baruch.
Mr. Townsend brings significant experience and expertise in media and public relations to the Board and is experienced in public company governance. We believe his background and expertise, including his political and civic activities in the Jacksonville, Florida area, provide the Board with a unique perspective on high-profile issues facing our business.

Class II, Terms to Expire in 2019
 
C. DAVID BROWN, II, Age 65    Director Since 2014
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Mr. Brown is Chairman of Broad and Cassel (a law firm based in Orlando, Florida he joined in 1980), a position he has held since 2000. Previously, he served as Managing Partner of the firm’s Orlando office from 1990. Mr. Brown serves on the Board of Directors of CVS Health Corporation and as Vice Chairman of the Board of Orlando Health, a not-for-profit healthcare network. Mr. Brown formerly served as a director of Rayonier (November 2006 through June 2014), ITT Educational Services (April 2015 through September 2016), Old Florida National Bank, N.A. (January 2005 through February 2015), and as Chairman of the Board of Trustees for the University of Florida through January 2015. He holds bachelor’s and juris doctorate degrees from the University of Florida.
Over a 37-year legal career, Mr. Brown has developed and demonstrated extensive expertise in public company corporate governance, strategy and finance, as well as extensive experience in structuring corporate transactions, both domestically and internationally. We believe his experience and expertise facilitate our Board’s oversight of our corporate strategy, capital structure and commercial transactions.

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THOMAS I. MORGAN, Age 63    Director Since 2014

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Mr. Morgan is a Senior Adviser to AEA Investors (a New York private equity firm). He was formerly a partner and Lead Director of the Advisory Board of BPV Capital Management LLC (an investment manager of mutual funds firm) from April 2013 to May 2016. Mr. Morgan also served as the Chairman of Baker & Taylor, Inc. (a leading distributor of books, videos and music products to libraries, institutions and retailers) from July 2008 to January 2014, and served as the CEO from 2008 to 2012. Mr. Morgan also served as the CEO of Hughes Supply Inc. (a diversified wholesale distributor of construction, repair and maintenance-related products) from 2003 to 2006, as President from 2001 to 2006, and as Chief Operating Officer from 2001 to 2003. Previously, he served as CEO of EnfoTrust Network, Value America and US Office Products. He also served for 22 years at Genuine Parts Company in positions of increasing responsibility from 1975 to 1997. Mr. Morgan is a director of Tech Data Corporation. He formerly served as a director of ITT Educational Services, Inc. (January 2013 to September 2016), Rayonier (January 2012 to June 2014) and as a director of Baker & Taylor, Inc. and Waste Management, Inc. Mr. Morgan holds a bachelor’s degree in Business Administration from the University of Tennessee.

Mr. Morgan brings both public and private company leadership and public company CEO experience and a deep understanding of distribution and global supply chain management. As a result, we believe he is particularly well suited to contribute to Board oversight of overall management and governance issues and our global performance fibers business.


 
LISA M. PALUMBO, Age 58    Director Since 2014

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Ms. Palumbo served as the Senior Vice President, General Counsel and Secretary of Parsons Brinckerhoff Group Inc. (a global consulting firm providing planning, design, construction and program management services for critical infrastructure projects) from 2008 until her retirement in January 2015. Prior to that, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of EDO Corporation (a defense technology company) from 2002 to 2008. In 2001, Ms. Palumbo served as Senior Vice President, General Counsel and Secretary of Moore Corporation; from 1997 to 2001 she served as Vice President, General Counsel and Secretary of Rayonier, and from 1987 to 1997 she served in positions of increasing responsibility, including Assistant General Counsel and Assistant Secretary for Avnet, Inc. (a global distributor of technology products). Ms. Palumbo holds bachelor’s and juris doctorate degrees from Rutgers University.
With over 27 years of legal experience with international, public and private companies, Ms. Palumbo brings substantial expertise in the areas of law, corporate governance, enterprise risk management, health and safety and compliance. We believe this experience and expertise, together with her prior experience as the General Counsel of Rayonier, uniquely qualify her to contribute to the Board regarding the Company’s business and to assist with the Board’s oversight of the Company’s risk management, legal and compliance responsibilities.


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CORPORATE GOVERNANCE

Corporate Governance Principles
Our Board of Directors operates under a set of Corporate Governance Principles (“CGPs”), which includes guidelines for determining director independence and consideration of potential director nominees. Our CGPs are found on the Company’s website at www.rayonieram.com. The Board, through its Nominating Committee, regularly reviews developments in corporate governance and best practices and modifies the CGPs, committee charters and key practices as necessary or desirable.
Director Independence
The Company’s Common Stock is listed on the NYSE. In accordance with NYSE listing standards, the Board makes affirmative determinations annually as to the independence of each director and nominee for election as a director. To assist in making such determinations, the Board has adopted a set of Director Independence Standards which conform to or, in some cases, are more exacting than the independence requirements set forth in the NYSE listing standards. Our Director Independence Standards are appended to the Company’s CGPs, available at www.rayonieram.com.
Based on our Director Independence Standards, the Board has affirmatively determined that all persons who have served as directors of our Company at any time since January 1, 2016, other than Mr. Boynton, are independent.


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Committees of the Board of Directors
Our Board of Directors has three standing committees, each of which operates under a written charter available in the Investor Relations section of the Company’s website at www.rayonieram.com.
Name of Committee and Members
 
Functions of the Committee
 
Number of Meetings in 2016
AUDIT:
 
This committee is responsible for advising the Board concerning the financial structure of the Company and oversight of our accounting and financial reporting policies, processes and systems, as well as our systems for internal control, including:
oversight of financial reporting, controls and audit performance
monitoring and oversight of the independence and performance of our independent registered public accounting firm, with responsibility for such firm’s selection, evaluation, compensation and, if applicable, discharge
approving, in advance, all of the audit and non-audit services provided to the Company by the independent registered public accounting firm
facilitating open communication among the Board, senior management, internal audit and the independent registered public accounting firm
overseeing our enterprise risk management and legal compliance and ethics programs, including our Standard of Ethics and Code of Corporate Conduct
oversight of financing and hedging activity
oversight of our investment policies and financial performance of the assets invested in our pension and savings plans
 
9
Mark E. Gaumond, Chair
 
 
Charles E. Adair
 
 
De Lyle W. Bloomquist
 
 
James F. Kirsch
 
 
Lisa M. Palumbo
 
 
Ronald Townsend
 
 
 
 
 
 
 
 
 
 
COMPENSATION AND MANAGEMENT DEVELOPMENT:
 
This committee is responsible for overseeing the compensation and benefits of senior-level employees, including:
evaluating senior management performance, succession and development matters
establishing executive compensation
reviewing and approving the Compensation Discussion and Analysis included in the annual Proxy Statement
recommending compensation actions regarding our CEO for approval by non-management directors of our Board
approving individual compensation actions for all senior executives other than our CEO (which is approved by the Board)

 
5
 
 
Thomas I. Morgan, Chair
 
 
De Lyle W. Bloomquist
 
 
C. David Brown, II
 
 
James F. Kirsch
 
 
Ronald Townsend
 
 
 
 
 
 
 
 
 
 
NOMINATING AND CORPORATE GOVERNANCE:

 
This committee is responsible for advising the Board with regard to Board structure, composition and governance, including:
establishing criteria for Board nominees and identifying qualified individuals for nomination to become Board members, including engaging advisors to assist in the search process where appropriate, and considering potential nominees recommended by stockholders
recommending the structure and composition of Board committees
overseeing evaluation of Board and committee effectiveness
recommending director compensation and benefits programs to the Board
overseeing our corporate governance structure and practices, including our CGPs
reviewing and approving changes to the charters of the other Board committees

 
3
 
 
C. David Brown, II, Chair
 
 
Charles E. Adair
 
 
Mark E. Gaumond
 
 
Thomas I. Morgan
 
 
Lisa M. Palumbo
 
 
 
 
 

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Independent Non-Management Director Meetings and Independent Lead Director
Our independent non-management directors met separately in 2016 during five regularly scheduled meetings, chaired by our Independent Lead Director. Independent non-management directors on our Board committees also have the opportunity to meet without management present at every Committee meeting. The duties and responsibilities of the Independent Lead Director are described below.
Board Leadership Structure and Oversight of Risk

Paul Boynton has served as Chairman of the Board of Directors and CEO of the Company since June 2014. We believe that the appropriate leadership structure for our Company is to have a combined Chairman and CEO, and also an Independent Lead Director. The combined Chairman and CEO role provides unambiguous reporting lines for management and allows the Company to communicate to customers, suppliers, stockholders, employees and other stakeholders with a single consistent and knowledgeable voice.

The Board oversees risk management at the Company through a management-led risk assessment process that involves direct Board and Board committee oversight. Most importantly, the Board annually appoints the members of the Enterprise Risk Management (“ERM”) Committee, which is chaired by the CEO, who also serves as the Company’s Chief Risk Officer. Senior executives of the Company are members of the ERM Committee. The ERM Committee in turn appoints the members of business unit and staff function-level Risk Assessment and Mitigation teams, which continually identify and assess the material risks facing their respective business or function and submit semi-annual reports to the ERM Committee. These reports form the basis for the ERM Committee’s annual risk assessment whereby risks are evaluated and categorized based on probability, potential impact and the Company’s tolerance for the risk type, and are used to develop a list of enterprise-level material risks which are reported to the Audit Committee for review and evaluation of mitigation strategies. The Audit Committee then assigns ongoing Board level oversight responsibility for each material risk to either the full Board or the appropriate Board committee. The ERM Committee’s annual risk assessment with regard to the Company’s overall compensation policies and practices is presented to the Compensation and Management Development Committee. We believe that these governance practices, including the interaction of the Board and various Board committees with our CEO, facilitate effective Board oversight of our significant risks.

Independent Lead Director

Our Independent Lead Director is nominated and elected to a two-year term by the other independent Board members. In 2016, the independent non-management Board members re-elected C. David Brown, II to a two-year term.

The Independent Lead Director has comprehensive, clearly delineated duties including:

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
serving as liaison between the Chairman/CEO and the independent directors
approving meeting agendas for the Board
approving information sent to the Board
approving meeting schedules to assure there is sufficient time for discussion of all agenda items
having the authority to call meetings of the independent directors
if requested by major stockholders, ensuring he or she is available for consultation and direct communication


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Management Succession Planning

One of the primary responsibilities of our Board is to ensure that the Company has a high-performing management team in place. Our full Board has responsibility for management succession planning. The Board manages the succession planning process and, on an annual basis, reviews and approves succession plans for the CEO and other senior executives. This detailed process and review of management development and succession planning activities is designed to maximize the pool of internal candidates who can assume top management positions. To assist the Board, the CEO annually provides our Board with an assessment of senior managers and their potential to succeed him or her. The CEO also provides the Board with an assessment of persons considered potential successors to senior management positions.

Director Attendance at Annual Meeting of Stockholders
Directors are encouraged to attend each Annual Meeting of Stockholders. At the 2016 Annual Meeting, all directors were in attendance.
Communications with the Board
Stockholders and other interested parties who would like to communicate to one or more members of the Board, a Board committee, the Independent Lead Director or the independent non-management directors as a group may do so by writing to any such party at Rayonier Advanced Materials Inc., c/o Corporate Secretary, 1301 Riverplace Boulevard, Suite 2300, Jacksonville, Florida 32207. All communications received will be forwarded to the intended or appropriate recipient.
Director Nomination Process
Potential director candidates may come to the attention of the Nominating Committee through current directors, management, stockholders and others. It is the policy of our Nominating Committee to consider director nominees submitted by stockholders based on the same criteria used in evaluating candidates for Board membership identified from any other source. The directions for stockholders to submit director nominations for the 2018 Annual Meeting are set forth in the “Questions and Answers” section under “When Are Stockholder Proposals for the 2018 Annual Meeting of Stockholders Due?” The Nominating Committee also has, from time to time, utilized independent third-party search firms to identify potential director candidates and may do so in the future.
Diversity

Our Nominating Committee evaluates the specific personal and professional attributes of each director candidate versus those of the existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise among our directors. While our Nominating Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, consideration is also given to diversity in terms of gender, ethnic background and other similar attributes that could contribute to Board perspective and effectiveness. The Nominating Committee also assesses diversity through its annual assessment of Board structure and composition and review of the annual Board and committee performance evaluations.

Related Person Transactions
Our Board has adopted a written policy designed to minimize potential conflicts of interest in connection with Company transactions with related persons. Our policy defines a “Related Person” to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A “Related Person Transaction” is defined as a transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000 and a Related Person has or will have a direct or indirect material interest.

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To implement the policy, each year a Related Person list is compiled based on information obtained from our annual Director and Officer Questionnaires and, after review and consolidation by our Corporate Secretary, is provided to business unit, accounts payable, accounts receivable, financial, legal and communications managers and other persons responsible for purchasing or selling goods or services for the Company. Prior to entering into any transaction with a Related Person, the manager responsible for the potential transaction, or the Related Person, must provide notice to the Corporate Secretary setting out the facts and circumstances of the proposed transaction. If the Corporate Secretary determines the transaction would constitute a Related Person Transaction, it is then submitted for consideration by the Audit Committee, which will approve only those transactions determined to be in, or not inconsistent with, the best interests of the Company and its stockholders. In reviewing Related Person Transactions, the Audit Committee considers:
the Related Person’s relationship to the Company and interest in any transaction with the Company
the material terms of a transaction with the Company, including the type and amount
the benefits to the Company of any proposed or actual transaction
the availability of other sources of comparable products and services that are part of a transaction with the Company; and
if applicable, the impact on a director’s independence
In the event we become aware of a completed or ongoing Related Person Transaction that has not been previously approved, it is promptly submitted to the Audit Committee for evaluation and, if deemed appropriate, ratification.
In addition, each year the persons and entities identified as Related Persons are matched against the Company’s accounts payable and accounts receivable records to determine whether any Related Person participated in a transaction with the Company, regardless of the amount involved. A report of all such transactions is prepared by the Corporate Secretary and reviewed with the Audit Committee to determine if any would constitute a Related Person Transaction under our policy or would require Proxy Statement disclosure under applicable SEC rules and regulations.
Standard of Ethics and Code of Corporate Conduct
The Company’s Standard of Ethics and Code of Corporate Conduct is available on the Company’s website at www.rayonieram.com.
Compensation Committee Interlocks and Insider Participation; Processes and Procedures
Each of Messrs. Bloomquist, Brown, Kirsch, Morgan, and Townsend served as a member of our Compensation and Management Development Committee (the “Compensation Committee”) during the fiscal year ended December 31, 2016. Each member of the Compensation Committee has been determined to be “independent” in accordance with the Director Independence Standards adopted by the Board as part of the CGPs. No member of the Compensation Committee served as one of our officers or employees at any time during 2016 or engaged in any related person transaction or relationship required to be disclosed in this Proxy Statement. None of our executive officers serve, or served during 2016, as a member of the board of directors or compensation committee of a public company that has at least one of its executive officers serving on our Board or Compensation Committee.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

This Compensation Discussion and Analysis (“CD&A”) contains a description of our executive compensation philosophy and programs, the compensation decisions made under those programs, and the considerations in making those decisions for our named executive officers (“NEOs”) listed below. The CD&A also describes the process of the Compensation Committee in determining our compensation programs. Our fiscal 2016 NEOs and their designated titles are as follows:

Name
Title
Paul G. Boynton
Chairman, President and CEO
Frank A. Ruperto
Chief Financial Officer and Senior Vice President, Finance and Strategy
Michael R. Herman
Senior Vice President, General Counsel and Corporate Secretary
William R. Manzer
Senior Vice President, Manufacturing Operations
James L. Posze, Jr.
Senior Vice President, Human Resources

Executive Summary

2016 Highlights

Since 2013, we have experienced various headwinds in our business. A year ago, we faced a $68 million negative impact to EBITDA1 from price and volume changes from 2015 to 2016. At that time, we challenged the organization to take $40 million of costs out of the business. Each and every employee responded, as we exceeded our own expectations and delivered $50 million in cost savings against this significant initiative. These cost improvements mitigated the majority of the price and volume impact and allowed us to deliver $73 million in net income and nearly $226 million of Pro Forma EBITDA in 2016, well above our beginning year guidance of Pro Forma EBITDA of $175 to $190 million. Additionally, we generated $232 million in cash flows from operations and $147 million of Adjusted Free Cash Flow, exceeding our goal for 2016 Adjusted Free Cash Flow by over $60 million. These financial results are a testament to the hard work and persistence of our employees.
In 2016, we took a significant step in strengthening our balance sheet and improving our financial flexibility by issuing $173 million of equity in the form of preferred stock, as well as by improving our cash flows. We believe the combination of a strong balance sheet and our improved cost structure provides a solid foundation to fund future growth initiatives and drive stockholder value.
1 EBITDA, Pro Forma EBITDA and Adjusted Free Cash Flow are non-GAAP measures. For a reconciliation of these non-GAAP measures to their directly comparable GAAP measures and related information, see “Note about non-GAAP Financial Measures”, appearing on page one of our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 24, 2017 (“Form 10-K”), and the “Performance and Liquidity Indicators” section beginning on page 29 of our Form 10-K.

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Best Compensation Practices and Policies

We believe our practices and policies, described below, promote a sound executive compensation program and are in the best interest of our stockholders:
What We Do
What We Don’t Do
Ÿ
Heavy emphasis on at-risk performance-based compensation
Ÿ
No “single trigger” change-in-control (CIC) cash payments or equity acceleration under our new equity plan
Ÿ
70% of annual long-term incentives vesting based upon performance
Ÿ
No tax gross ups
Ÿ
Rigorous stock ownership guidelines
Ÿ
No option repricing
Ÿ
Clawback provisions in equity plan
Ÿ
No hedging or pledging of Company securities by executives
Ÿ
Independent compensation consultant
Ÿ
No employment agreements
Ÿ
Risk assessment performed annually
Ÿ
No significant perquisites

2016 Say-On-Pay
We achieved 89.38% stockholder approval for our 2016 Say-on-Pay vote. Before and after this vote, we conducted extensive stockholder outreach to ensure that we were engaged with our large stockholders and considered their feedback as it relates to our executive compensation programs, as described below in this CD&A. We believe this was a helpful process and intend to continue this practice.

2016 Compensation Metrics and Performance
The 2016 Annual Corporate Bonus plan targets were consistent with the initial financial guidance of a Pro Forma EBITDA range of $175 - $190 million provided by the Company to the investment community; specifically, to achieve a target payout based on the organization’s financial metrics, leadership needed to reach at least $193 million of Pro Forma EBITDA and generate $91 million of Adjusted Free Cash Flow in 2016, in each case including adjustments for certain special or nonrecurring items. The organization achieved $226 million of Pro Forma EBITDA (17% higher than target) and generated $147 million of Adjusted Free Cash Flow (62% higher than target). Combined with an outcome of 155% of the organization’s strategic objectives, the calculated potential payout for the NEOs was approximately 185% of their target bonus.
In 2016, the performance metrics for our long term incentive plan remained Return on Invested Capital (“ROIC”) and Total Shareholder Return (“TSR”). The Compensation Committee continues to believe ROIC is appropriate as it measures how effectively capital is allocated to profitable investments. The use of ROIC was also confirmed as a preferred metric for long range plans during the investor outreach discussions. The Compensation Committee established one-year ROIC objectives for the next three years based on our long range plan and is measuring management’s performance relative to these goals. For the first tranche of the 2016 award, maximum performance was achieved. The first tranche’s ROIC outcome of 13.3% exceeded the established maximum metric of 11.6%. The 2016 award also has a TSR modifier that is determined at the end of the three-year performance period. If cumulative three-year TSR is below the 25th percentile of the peer group, the total award value is reduced by 25%. If cumulative three-year TSR is above the 75th percentile, the total award value is increased by 25%. There is no modification to the award if TSR is between these two percentiles.


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CEO Pay At-A-Glance
Mr. Boynton has been CEO of the Company since it was formed in 2014. The majority of his compensation has been pay-at-risk with only 30% of his 2016 targeted total direct compensation2 (“TDC”) being fixed in base salary. In support of the Company’s cost cutting initiatives formalized under the announced name of “Cost Transformation”, Mr. Boynton voluntarily requested that the Board freeze his base salary in 2016; therefore, his last increase was in July 2015. Mr. Boynton also requested that his long term incentive grant for 2016 be reduced by 15%, resulting in a 10% reduction in total compensation at target.
As it relates to our 2016 short-term compensation plan, Mr. Boynton’s target bonus is the equivalent of his annual salary. Our actual performance relative to our budget targets was very strong in 2016. Based on the strong actual results of the organization and his individual performance, Mr. Boynton’s cash incentive for 2016 results was $1,715,000 or 185% of his target bonus, rounded to the nearest $5,000.
2 Consisting of annual base salary, annual target bonus opportunity and target long-term incentive awards.

What Guides Our Program

Our Compensation Philosophy

The cornerstone of our compensation philosophy is “pay for performance.” This means that a significant portion of an executive’s total compensation should be variable (“at risk”) and dependent upon the attainment of certain specific and measurable annual and long-term business objectives. Underlying this philosophy are our objectives to attract and retain exceptional leaders who will execute on the short- and long-term business goals that we believe will create long-term stockholder value. To this end, our executive compensation program is grounded in two key principles:
Stockholder alignment - Executives should be compensated through pay elements designed to create long-term value for our stockholders, as well as foster a culture of ownership.
Competitiveness - Target compensation should be set at a level that is competitive with that being offered to individuals holding comparable positions at the companies with which we compete for business and leadership talent.

The Principal Elements of Pay: Total Direct Compensation (TDC)

Our compensation philosophy is supported by the following principal elements of pay:
Pay Element
How Its Paid
Purpose
Base Salary
Cash (Fixed)
Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
Short-Term Incentives (Annual Corporate Bonus Program)
Cash (At Risk)
Focus executives on achieving annual financial and strategic objectives that drive stockholder value
Long-Term Incentive Plan
Equity (At Risk)
Provide incentives for executives to execute on longer-term financial goals that drive stockholder value creation and support the Company’s executive retention strategy; align stockholder and executive’s interests


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Pay Mix

The charts below show the target TDC of our CEO and our other NEOs for fiscal 2016. These charts illustrate that a majority of NEO target TDC is variable (77% for our CEO and an average of 68% for our other NEOs).
paymiximagea01.jpg

Our Decision Making Process

The Role of the Compensation Committee

Our Compensation Committee has responsibility for both establishing our compensation philosophy and monitoring adherence to it. The Compensation Committee reviews and approves compensation levels for all of our executive officers, including our NEOs, as well as all other programs applicable to such officers.
The Compensation Committee establishes annual performance objectives for our CEO, evaluates his accomplishments and performance against those objectives, and based on such evaluation, makes recommendations regarding his compensation for approval by the independent members of our Board. All of these functions are set forth in the Compensation Committee’s Charter, which appears on our website (www.rayonieram.com) and is reviewed annually by the Compensation Committee.
The Compensation Committee’s work is accomplished through a series of meetings, following a regular calendar schedule, to ensure all major elements of compensation are appropriately considered and that compensation and benefit programs are properly designed, implemented and monitored. Special meetings are held as needed to address matters outside the regular compensation cycle.
The Role of Management

Working with the Compensation Committee Chair, our Senior Vice President, Human Resources prepares an agenda and supporting materials for each meeting. Our Senior Vice President, Human Resources, along with our CEO, Corporate Secretary and Director, Compensation and Payroll, generally attend the Compensation Committee meetings but are excused for executive sessions and as otherwise determined by the Compensation Committee in its discretion. The Compensation Committee invites other members of management to attend meetings as it deems necessary to cover issues within their specific areas of expertise or responsibility. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation.
The Role of the Independent Consultant

The Compensation Committee also seeks advice and assistance from compensation consultants and outside counsel. The Compensation Committee has engaged Exequity, LLP (“Exequity”) to provide advice, relevant market data and best practices to consider when making compensation decisions, including those involving our CEO and the programs applicable to senior executives generally. Exequity also provides the Compensation Committee meaningful input on program design features and the balance of pay among the various components of executive compensation. Exequity provides no additional services to the Compensation Committee. The Compensation Committee has assessed the

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independence of Exequity against the specific criteria under applicable SEC and NYSE rules and determined no conflict of interest is raised by Exequity’s work for the Compensation Committee.
The Role of Benchmarking and the Compensation Peer Groups

We compete with companies across multiple industries for top executive-level talent. As such, the Compensation Committee studies market norms across the specialty chemicals industry, as well as the standards within the broader community of general industry U.S. manufacturing companies.  However, the Compensation Committee does not establish any individual executive’s compensation level to any specific peer group benchmark.  Instead, consistent with our emphasis on “pay for performance,” we generally expect our base salary and annual bonus opportunities to be between the 25th and 50th percentiles, and expect our long-term incentive award opportunities to be between the 50th and 75th percentiles. However, variations from these general ranges may occur based on incumbent expertise and experience and other relevant facts and circumstances. For 2016, base salary and annual and long-term target award opportunities for our NEOs were consistent with these general parameters.
In contemplating 2016 compensation levels for senior executives, the Compensation Committee reviewed prevailing salary, annual bonus and long-term incentive compensation levels in one distinct benchmark community: 255 comparably-sized manufacturing companies from across general industry. The general industry peers are U.S. publicly traded companies that generated revenue between $500 million and $2,500 million and had a market capitalization ranging from $500 million to $2,500 million. (See Appendix A attached to this Proxy Statement for a complete list of our general industry peers). The Compensation Committee’s reliance on this benchmark community when assessing senior officer pay ensures its compensation decisions reflect the standards in effect both within the principal industry in which the Company operates and across the broader labor market in which the Company competes for high level executive talent.
In the case of 2016, each NEO requested that his base salary not be increased for annual adjustment purposes.
The 2016 Executive Compensation Program

Base Salary

We provide each of our NEOs with a competitive fixed annual base salary. The base salaries for our NEOs are reviewed annually by the Compensation Committee by taking into account the results achieved by each executive, his or her future potential, scope of responsibilities and experience, and competitive pay practices. In making adjustments (or, in the case of our CEO, recommendations to the independent directors for adjustment) to base salary levels, the Compensation Committee considers:
budgeted levels for annual salary and equity adjustments
the executive’s level of responsibility
the executive’s experience and breadth of knowledge
the executive’s individual performance as assessed through annual performance reviews
the executive’s role in management continuity and development plans
the perceived retention risk
internal pay equity factors (that is, relative pay differences among our NEOs)


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The Compensation Committee agreed to management’s request that base salaries be frozen for 2016 and maintained the annual base salary rate for each NEO as follows:
NEO
2015
2016
% Increase
Paul G. Boynton
$927,000
$927,000
0.0%
Frank A. Ruperto
$415,000
$415,000
0.0%
Michael R. Herman
$380,000
$380,000
0.0%
William R. Manzer
$284,000
$310,0003
9.2%
James L. Posze, Jr.
$294,000
$294,000
0.0%

3 Mr. Manzer was promoted to Senior Vice President, Manufacturing Operations on May 16, 2016, and received a base pay adjustment of $26,000 (9.2% increase) at that time. His base pay was not adjusted again in July when it would have otherwise been reviewed for an annual increase.

2016 Annual Corporate Bonus Program

How the Bonus Program Works

The 2016 Annual Corporate Bonus Program, which was established under our Non-Equity Incentive Plan, provided our NEOs the opportunity to earn a performance-based annual cash bonus. For purposes of Internal Revenue Code (“IRC”) Section 162(m), we used a funded bonus pool approach, whereby once threshold performance goals are reached, the bonus pool is funded at the maximum 200% of target level, and the Compensation Committee uses its negative discretion to reduce that amount to the payout amount, if any, to which the NEO is entitled based on performance against our pre-established performance metrics as described below. In no event, would an NEO’s bonus payout be greater than the maximum amount payable under the funded bonus pool.
bonusprogramgraphic.jpg
Target annual bonus opportunities are expressed as a percentage of base salary, and were established based on the NEO’s level of responsibility and ability to impact overall results. The Compensation Committee also considered market data in setting target award amounts as discussed above under “The Role of Benchmarking and the Compensation Peer Groups”. Threshold, target and maximum award opportunities for 2016 were as follows:

NEO
Threshold Award
(as a % of Base Salary)
Target Awards
(as a % of Base Salary)
Maximum Award
(as a % of Base Salary)
Paul G. Boynton
16.0%
100%
200%
Frank A. Ruperto
9.8%
61%
122%
Michael R. Herman
9.8%
61%
122%
William R. Manzer
8.1%
51%
102%
James L. Posze, Jr.
8.1%
51%
102%


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Financial Objectives and Results
Eighty percent (80%) of an individual NEO’s award was based on the achievement of pre-established financial metrics. The relationship between the level of performance achieved and overall bonus pool funding is as follows:
Performance Level
Level of Performance
Bonus Pool Funding (% of Payout4)
Below Threshold
<85%
Threshold
85%
20%
Target (Budget)
100%
100%
Maximum
≥120%
200%
4 Payouts are interpolated between achievement levels.
The table below outlines the 2016 financial metrics, with their respective weightings, as well as the performance targets and actual results for 2016:
Metrics
Weighting
2016 Target ($M)
2016 Actual ($M)
Level of Performance Achieved
Funding (% of Payout)
(As a % of target)
Pro Forma EBITDA5
40%
$193
$226
185%
74%
Adjusted Free Cash Flow6
40%
$91
$147
120%
80%
Total Payout Percentage Before Strategic Objective Results
154%
5 Pro Forma EBITDA is a non-GAAP measure defined by the Company as EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) before non-cash impairment charges, environmental reserve adjustments, one-time separation and legal costs, insurance recoveries and gain on debt extinguishment. Pro forma EBITDA is not necessarily indicative of results that may be generated in future periods.

6 Adjusted free cash flow is defined by the Company as cash provided by operating activities adjusted for capital expenditures excluding strategic capital. Adjusted free cash flow is a non-GAAP measure of cash generated during a period which may be available for dividend distribution, debt reduction, strategic acquisitions and repurchase of the Company’s common stock. Adjusted free cash flow is not necessarily indicative of the adjusted free cash flow that may be generated in future periods.

Why We Use Pro Forma EBITDA and Adjusted Free Cash Flow

The Compensation Committee selected these financial metrics due to the importance of earnings and cash generation given Rayonier Advanced Materials’ capital structure and the importance investors place on these measures.

Strategic Objectives and Results
Twenty percent of an individual NEO’s award was based on the achievement of pre-established strategic objectives. Payout levels can range from 0% to 40% of target awards, consistent with the Bonus Program’s overall payout range of 0% to 200%. The four measured objectives include cost reduction and cash generation, innovation, and strategic alternatives (i.e., acquisitions and debt structure). After assessing performance against our 2016 strategic objectives, the Compensation Committee determined that the strategic objectives for 2016 had been achieved at 155% of target, resulting in a total payout percentage of 31%. In addition, safety performance is a non-financial, strategic objective that the Compensation Committee considers, which (in the case of non-achievement of the

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objective) can only have a negative impact on the bonus outcome. Based on our safety performance in 2016, there was no downward adjustment of bonus payouts based on safety performance.
Metrics
Weighting
Level of Performance Achieved
Funding (% of Payout)
(As a % of target)
Strategic Objectives
20%
155%
31%
2016 Final Bonus Program Payouts
Based on the above financial, strategic and individual performance results, the Compensation Committee approved the following final bonus payouts for 2016:
NEO
Financial Objectives (80%)
Strategic Objectives (20%)
Total Bonus Payout ($)7
Paul G. Boynton
$1,426,653
$287,370
$1,715,000
Frank A. Ruperto
$389,598
$78,477
$470,000
Michael R. Herman
$356,740
$71,858
$430,000
William R. Manzer
$235,663
$47,470
$285,000
James L. Posze, Jr.
$230,758
$46,481
$280,000

7 Rounded to the nearest $5,000 increment.

Individual Performance Modifier
The Compensation Committee may also exercise its judgment to increase an individual NEO’s award by up to 30% or decrease the award by up to 100% to further reflect performance against individual objectives. In no event would an NEO’s bonus payout be greater than the maximum amount payable under the funded bonus pool. In 2016, no adjustments, upward or downward, were made for individual performance for any of the NEOs.

Annual Long-Term Incentives: Equity Awards

The NEOs are eligible to receive long-term incentive (“LTI”) awards under the Rayonier Advanced Materials Incentive Stock Plan (“Equity Incentive Plan”). For 2016, long-term incentives were generally granted as follows, except as described below for our CEO:
Seventy percent (70%) in the form of performance shares. Performance shares are earned and vest based on the achievement of pre-established ROIC financial metrics and also can be adjusted based on TSR results relative to our peer group over a three-year performance period.
Thirty percent (30%) in the form of time-based restricted stock. Restricted stock is subject to three-year cliff vesting - it becomes fully vested on the third anniversary of the grant date subject to continued employment.


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2016 Target LTI Award Grants

The table below shows the target award values granted for 2016 for each of the NEOs. The number of shares, or units in the case of our CEO, awarded to each NEO was determined based on the average closing stock price for the ten trading days prior to March 1, 2016.

NEO
Performance Based
Time-Based Restricted
Total Target Value
Paul G. Boynton
$1,960,000
$840,000
$2,800,000
Frank A. Ruperto
$595,000
$255,000
$850,000
Michael R. Herman
$490,000
$210,000
$700,000
William R. Manzer
$210,000
$90,000
$300,000
James L. Posze, Jr.
$262,500
$112,500
$375,000

For senior executives, 2016 LTI award levels as established were based on three factors:
1.
The aggregate dollar value of the total long-term incentive award opportunity for the executive approved by the Compensation Committee, or for Mr. Boynton, the independent directors
2.
The Compensation Committee’s allocation of the total value between restricted stock and performance share awards
3.
The value of a restricted stock and performance share award calculated at the grant date of March 1, 2016, using the average close price from the ten trading days prior to March 1, 2016

Mr. Boynton’s total target value for 2016 represents a 15%, or $500,000, reduction from his 2015 LTI award based on his request in 2015 that his total 2016 LTI award be reduced from prior year levels. For his 2016 LTI award, Mr. Boynton was subject to the share limits within the Equity Incentive Plan in effect at the time of the grant. Therefore, his 2016 LTI award was capped at 180,000 performance shares with the balance of his total award made in the form of cash-settled performance stock units, subject to the same performance and vesting conditions as the performance shares. The time-based portion of his 2016 LTI grant was made in the form of cash-settled stock units which track our stock price and are subject to the same three-year cliff vesting as the time-based restricted shares.

Messrs. Ruperto and Manzer also received restricted stock grants in 2016 that were in addition to their annual long term incentive grant. Mr. Ruperto received a grant of 20,000 shares with a three-year vesting requirement on March 1, 2016, as a retention vehicle aligned with his increasing responsibilities since joining the company in 2014. Mr. Manzer received 15,000 shares with a four-year vesting requirement on May 23, 2016, as compensation associated with his promotion to Senior Vice President, Manufacturing Operations, on May 16, 2016.

A Closer Look at Performance Shares

Performance is evaluated against pre-established levels of annual Return on Invested Capital (“ROIC”) over a three-year performance period beginning January 1, 2016 and ending December 31, 2018, subject to a cumulative three-year TSR modifier. ROIC, or “Return on Invested Capital” is defined as: (Net Operating Profit After Taxes “NOPAT” x (1-Tax Rate)) / (Debt - Cash + Book Equity) .
ROIC targets have been set for each of the three performance years and are designed to be challenging, stretch goals, especially considering headwinds we face in the current market and the uncertainty they create. The Compensation Committee chose this metric to align with the long-term interest of stockholders and to incentivize management to focus on controllable measures versus solely a TSR model.
Results for each of the three years in the performance period will be measured independently of the results of the other years. Overall ROIC performance for the measurement period will be based on the outcome of each individual year, with each year carrying an equal weight. NEOs can earn between 0% and 200% of the target award, and a

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payout factor of zero will be used for any year within the performance period where results fall below threshold performance for that period.
For the 2016 measurement period, ROIC performance metrics were as follows, and we achieved an ROIC outcome of 13.3%:
ROIC Level for 2016
Award Payout (as % of Target)
12.1% or greater
200%
Greater than 10.3%
100%, plus 5.56% for each incremental 0.1% ROIC over 10.3%
Equal to 10.3%
100%
Greater than 7.7%, but less than 10.3%
30%, plus 2.7% for each incremental 0.1% ROIC over 7.7%
Equal to 7.7%
30%
The ROIC calculation, which is subject to adjustment for pre-established special or nonrecurring items, is reviewed and approved by the Compensation Committee. Our ROIC outcome for 2016 did not have any special item adjustments.
Dividend equivalents and interest will be paid in cash when the award vests on the number of shares of stock actually earned under the Program. Dividend equivalents will be calculated by taking the dividends paid on one share of our stock during the performance period times the number of shares of stock awarded at the end of the period. Interest on such dividends will be earned at a rate equal to the prime rate as reported in the Wall Street Journal, adjusted and compounded annually from the date such cash dividends were paid by the Company.
Awards may also be adjusted based on an additional metric used as a “modifier” to the total award. At the end of the three-year performance period, the payout based on ROIC results is adjusted based on the achievement of TSR relative to our peer group8 for the same cumulative three-year performance cycle as follows:
If relative TSR attainment is...
Then the aggregate award is...
At or below the 25th percentile
Adjusted down by 25%
Greater than or equal to the 25th percentile, but less than the 75th percentile
No adjustment
At or above the 75th percentile
Increased by 25%
8 For purposes of this peer group, the Compensation Committee approved the use of S&P SmallCap 600 Capped Materials Index
Any earned performance shares are paid out after the completion of the three-year performance period following the Compensation Committee’s certification of performance results.
Performance Results Under our Prior Performance Share Awards

Our 2014 performance share awards were granted upon our Separation from our former parent company with a performance period from July 1, 2014 through December 31, 2016. The payout, if any, for these awards was based on the cumulative level of TSR produced by the Company for its stockholders as compared to the companies in the May 2014 performance peer group. Based on achievement of cumulative TSR at the negative 57.7 percent for the performance period, no 2014 performance share awards were paid out to our NEOs. For additional information regarding the terms of these awards, see “Long-Term Incentive Compensation - 2014 Performance Share Awards” in the CD&A included in our Proxy Statement for our 2015 annual meeting.

Our 2015 performance share awards covering the 2015 - 2017 performance period were earned at 12.7% of target for the 2015 tranche of the award and at 14.2% of target for the 2016 tranche of the award based on our annual ROIC performance for those years. Earned shares will be subject to adjustment based on cumulative three-year TSR as

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compared to the applicable peer group and paid out following the completion of the three-year performance period and certification of performance results. For additional information regarding the terms of these awards, see “A Closer Look at Performance Shares” in the CD&A included in our Proxy Statement for our 2016 annual meeting.

Other Practices, Policies and Guidelines
Stock Ownership Requirements 

We believe that stock ownership further focuses the senior management team on the long-term success of our business and the interests of our stockholders. All executives at the Vice President level and higher are subject to rigorous stock ownership guidelines which require them to acquire and hold, within five years after taking such position (and, for existing officers, within five years after the date of our June 2014 Separation from our former parent company), our stock with a value equal to a designated multiple of their base salary as follows:
Title
Multiple of Base Salary
Chairman, President & CEO
6.0x
Executive Vice President
3.0x
Senior Vice President
2.0x
Vice President
1.0x
We also require that each director, within four years of joining our Board of Directors, maintain a minimum ownership interest in our stock at a level equal to four times the director’s annual equity retainer.
Prior to satisfying the ownership requirement, directors and executives are subject to retention requirements which prohibit them from selling any of our stock, other than stock withheld or sold to satisfy taxes in connection with the vesting of a stock-based award or stock option exercise. Stock ownership meeting the guidelines includes common stock, restricted stock and vested options but excludes performance shares and unvested options.
Progress toward meeting the guidelines is reviewed by the Compensation Committee annually. As of December 31, 2016, each of our directors and executive officers was in compliance with retention requirements. Each of our directors and executive officers is within the initial four and five year period, respectively, and is working toward achieving the ownership requirements.

Anti-Hedging Policy

Our executive officers and directors are not permitted to hedge their economic exposure to our stock, to hold their ownership interests in a margin account, or to otherwise pledge their stock as collateral for a loan.
Clawback Policy

In addition to the provisions of the Equity Incentive Plan and the Non-Equity Incentive Plan relative to clawback rights as determined in the discretion of Compensation Committee, each year our NEOs sign a Supplemental Agreement describing the types of detrimental conduct which will trigger a clawback. Specific detrimental conduct includes the following in connection with the performance of duties on behalf of the Company: committing an illegal act, including but not limited to embezzlement or misappropriation of Company funds, or willful failure to comply with the material policies and procedures of the Company as determined by the Compensation Committee.
The SEC has proposed new rules relating to clawbacks, but has not yet adopted final rules. Our Compensation Committee intends to modify our clawback policy as appropriate based on any final rules adopted by the SEC.

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2016 Risk Assessment

We undertake a thorough risk assessment of our compensation based programs annually. The first phase of the assessment is an analysis by the human resources compensation organization that is reviewed with the Enterprise Risk Management (“ERM”) Committee, which is staffed by senior management. The review includes the individual programs, potential and probable risks, along with mitigation efforts established to reduce or eliminate risk. The results of the ERM assessment are then presented to the Compensation Committee for their approval. Based on its assessment of our compensation programs for our employees and executives for 2016, the Compensation Committee determined that our compensation programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on the Company.
Severance and Change in Control Benefits

Executive Severance Pay Plan - Change in Control

The Compensation Committee recognizes that, as with all publicly-traded corporations, there exists the possibility of a change in control and that the uncertainty created by that possibility could result in the loss or distraction of senior executives, to the detriment of the Company, its business, and its stockholders. The Executive Severance Pay Plan, otherwise known as the Change in Control Plan (“CIC Severance Plan”), was established by the Compensation Committee based on its view that it is critical for executive retention to be encouraged and that the continued attention and dedication of senior executives be fostered, notwithstanding the possibility, threat, rumor or occurrence of a change in control. The intent is to align executive and stockholder interests by enabling executives to consider corporate transactions that may be in the best interests of stockholders and other constituents without undue concern over whether a transaction would jeopardize the executives’ employment or significantly disrupt or change the culture or environment of their employment.
The CIC Severance Plan achieves these objectives by providing benefits to eligible executives, which includes our NEOs, designated by the Compensation Committee, in the event of a change in control. Under the plan, if the executive is involuntarily terminated (other than for cause or due to death or disability) or terminates his or her employment for good reason (as defined in the CIC Severance Plan) within 24 months of the change in control, he or she will be entitled to enhanced severance benefits, which depend on the executive’s status as a Tier I, Tier II or Tier III.
The CIC Severance Plan was amended, effective January 1, 2016, to eliminate any tax gross-up protection for our NEOs and to instead provide for a “net best” provision, as described in the amended plan. In addition, the amended plan provides that outstanding stock options, time-based restricted stock and restricted stock unit awards will not automatically vest upon a change in control but will instead vest upon the participant’s involuntary termination of employment by the Company (other than for cause or due to death or disability) or termination for good reason occurring within two years following a change in control transaction. Under the amended CIC Severance Plan, performance shares that remain outstanding upon a qualifying termination will vest at target if the performance period is not more than 50% complete at the time of such termination, and, for outstanding performance shares for which the performance period is more than 50% complete at the time of the qualifying termination, those will vest at the greater of target or actual performance achievement through the time of such termination as determined pursuant to CIC Severance Plan terms. The Company’s 2017 Incentive Stock Plan adopted by our Board in March 2017, which is subject to stockholder approval at our upcoming 2017 annual meeting, includes CIC vesting provisions which mirror those in our CIC Severance Plan.
The Compensation Committee reviews the CIC Severance Plan annually and retains the discretion to terminate or amend the CIC Severance Plan, or include or exclude any executive, including any NEO, at any time prior to a change in control. Messrs. Boynton, Ruperto, and Herman are included as Tier I executives and Messrs. Manzer and Posze are included as Tier II executives in the CIC Severance Plan.

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Severance Pay Plan and Executive Severance Non-Change in Control Plan

Through February 29, 2016, the Severance Pay Plan for Salaried Employees provided severance benefits to all salaried employees, including the NEOs, in the event their employment is terminated (other than for “cause”, change in control, or other non-qualifying terminations defined in the plan) and they are not otherwise entitled to severance under a separate agreement with the Company as a result of such termination. Upon execution of a satisfactory separation and release agreement, the severance benefit that would be available to an NEO may range from 17 weeks to 26 weeks of base salary, plus an additional week of base salary for each year of service over one year.
Effective March 1, 2016, the Compensation Committee approved the establishment of an Executive Severance Non-Change in Control Plan (“Non-CIC Severance Plan”) that provides severance benefits to all employees at the level of vice-president (or their internal equivalent) and above, including the NEOs, in the event their employment is terminated (other than “for cause” or other non-qualifying terminations defined in the plan). This Non-CIC Severance Plan replaces the aforementioned Severance Pay Plan for Salaried Employees for the executive level group of employees. Benefits may range from 9 months to 24 months of severance.
The potential payments and other benefits under the CIC Severance Plan and the Non-CIC Severance Plan are calculated in the Potential Payments Upon Termination or Change In Control table. Such potential payments do not affect the Compensation Committee’s decisions regarding executive compensation, including base salary, annual bonus and long-term incentive award levels.
Other Benefits and Perquisites

Retirement Benefits
In connection with the Separation, we were required to establish tax-qualified pension and 401(k) plans and non-qualified excess pension and excess savings/deferred compensation plans with substantially the same terms as the analogous plans in place at our former parent company, which plans were required to remain in effect through at least December 31, 2015. Accordingly, our Compensation Committee adopted each of the plans described below. In connection with the expiration of the restricted period, the Compensation Committee undertakes an annual, comprehensive review of these plans, with a particular focus on whether any modifications are necessary or appropriate in light of current trends and best practices, the nature of our business and competitive factors. In 2016, the Compensation Committee concluded that the plans remained competitive and were not an undue burden on the Company, and no modifications to the plans were made in 2016.
We maintain the following plans and programs to provide retirement benefits to salaried employees including the NEOs:
the Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
the Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan
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 (“Excess Retirement Plan”) for employees hired before January 1, 2006
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
The benefits available under these plans are intended to provide income replacement after retirement, either through a defined pension benefit (for employees hired prior to January 1, 2006) or distributions from a 401(k) or deferred compensation plan. We place great value on the long-term commitment that many of our employees and NEOs have made to the Company and our former parent company and wish to incentivize our employees to remain with the Company with a focus on building sustainable value over the long-term. Therefore, we have determined that it is appropriate to provide employees with competitive retirement benefits as part of their overall compensation package.

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Our retirement plans are designed to encourage employees to take an active role in planning, saving and investing for retirement.
The Excess Savings and Deferred Compensation Plan is designed to provide eligible executives with a convenient and efficient opportunity to save for retirement or other future events, such as college expenses, while deferring applicable income taxes until withdrawal. For additional information regarding our Excess Savings and Deferred Compensation Plan, see the discussion following the “Nonqualified Deferred Compensation” table.
Consistent with the predecessor plans at our former parent company, which were closed to new employees on January 1, 2006, our Retirement Plan, Excess Retirement Plan and the Pre-65 Retiree Medical Plan are closed to any new participants. Therefore, only two of our NEOs, Messrs. Boynton and Herman, are participants in these plans. For additional information regarding our Retirement Plan and Excess Retirement Plan, see the discussion following the “Pension Benefits” table.
The Pre-65 Retiree Medical Plan provides participants eligible for retirement with access to an employer-sponsored healthcare plan funded entirely by the plan participants. This benefit is extended on an equivalent basis to all eligible retirees.
The Compensation Committee intends to review these programs periodically. However, these programs are generally not considered in setting the level of key elements of compensation for the NEOs.

Personal Benefits

We provide our NEOs with limited perquisites, which are reviewed annually by the Compensation Committee. Under our perquisites program, in addition to personal benefits that are available broadly to our employees, our NEOs are eligible to participate in the following two programs:
Executive Physical Program - Each executive-level employee is encouraged 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 NEOs, 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 2016 was $25,000 for Mr. Boynton and $10,000 for all other participants.

The total cost of these programs to us for 2016 was $35,979. We do not pay car allowances (or provide company cars), personal club membership dues, home security expenses or allow personal use of chartered aircraft.
2017 Compensation Decisions

In December 2016, the Compensation Committee approved the 2017 Annual Corporate Bonus Program and the 2017 LTI award structure. The 2017 Annual Corporate Bonus Program is generally consistent with our 2016 program with the exception that a “plateau” was added at the target level of performance.  Under this plateau, the target is achieved if actual performance is approximately +/-2.5% of the budgeted EBITDA. Consistent with 2016, our 2017 LTI awards will be paid 30% in the form of time-based restricted stock subject to 3-year cliff vesting and 70% in the form of performance shares subject to vesting based on ROIC measured over three one-year performance periods summed at the end of the program and a cumulative three-year TSR performance modifier. 
Tax and Accounting Considerations

IRC Section 162(m) precludes a public corporation from taking a deduction for compensation in excess of $1 million for specified NEOs unless certain criteria are satisfied. The Compensation Committee will consider the anticipated tax treatment to the Company in its review and establishment of compensation programs and payments. However, deductibility of compensation is only one factor the Compensation Committee will take into account in setting executive compensation terms and levels and, in appropriate cases, grants awards that are not deductible.

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Report of the Compensation and Management Development Committee
The Compensation and Management Development Committee of the Rayonier Advanced Materials Board of Directors has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of SEC Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement, which is incorporated by reference into the Company’s 2016 Annual Report on Form 10-K filed with the SEC.
The Compensation and Management Development Committee
Thomas I. Morgan, Chair
James F. Kirsch
C. David Brown, II
Ronald Townsend
De Lyle W. Bloomquist
 


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Summary Compensation Table
This table discloses compensation for 2016, 2015 and 2014 for Rayonier Advanced Materials’ Principal Executive Officer, Principal Financial Officer, and the three other most highly compensated executive officers (our “NEOs”).
Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)
 
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
 
2016
 
927,000
 
 
2,999,793
 
 
1,715,000
 
1,439,992
 
77,780
 
7,159,564
Chairman, President and
 
2015
 
913,500
 
 
2,780,071
 
 
1,450,000
 
559,993
 
69,734
 
5,773,298
Chief Executive Officer
 
2014
 
881,250
 
1,650,000
 
3,825,372
 
650,179
 
756,000
 
791,415
 
132,257
 
8,686,473
Frank A. Ruperto
 
2016
 
415,000
 
 
1,074,624
 
 
470,000
 
 
258,306
 
2,217,931
Chief Financial Officer and Senior Vice
 
2015
 
390,625
 
 
913,581
 
 
380,000
 
 
22,803
 
1,707,009
President, Finance and Strategy
 
2014
 
265,000
 
210,000
 
1,132,767
 
149,899
 
 
 
105,289
 
1,862,955
Michael R. Herman
 
2016
 
380,000
 
 
768,198
 
 
430,000
 
280,053
 
33,991
 
1,892,243
Senior Vice President, General Counsel
 
2015
 
375,500
 
 
815,116
 
 
365,000
 
100,735
 
29,452
 
1,685,803
and Corporate Secretary
 
2014
 
371,000
 
600,000
 
823,871
 
140,026
 
240,000
 
226,833
 
74,382
 
2,476,112
William R. Manzer
 
2016
 
300,250
 
 
522,272
 
 
285,000
 
 
24,452
 
1,131,974
Senior Vice President,
 

 

 

 

 

 

 

 

 

Manufacturing Operations
 

 

 

 

 

 

 

 

 

James L. Posze Jr.
 
2016
 
294,000
 
 
411,532
 
 
280,000
 
 
38,254
 
1,023,786
Senior Vice President,
 
2015
 
289,500
 
 
520,256
 
 
235,000
 
 
36,657
 
1,081,413
Human Resources
 
2014
 
278,750
 
395,000
 
411,905
 
70,013
 
122,000
 
 
41,290
 
1,318,958

(1)
Represents the aggregate grant date fair value for performance share 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 in the notes to our financial statement included in our Annual Reports on Form 10-K for 2016, 2015 and 2014.
The grant date fair value of the 2016 performance share awards is as follows: Mr. Boynton, $2,137,911; Mr. Ruperto, $671,182; Mr. Herman, $552,733; Mr. Manzer, $236,882 and Mr. Posze, $296,107. For Mr. Boynton this amount reflects his 2016 performance shares with a grant date fair value of $1,403,054 and his cash-based performance stock units with a grant date fair value of $734,857. These units utilize the same performance metrics and payout criteria as under the 2016 performance share award program.
The grant date fair value of the restricted stock awards is as follows: Mr. Boynton, $861,882; Mr. Ruperto, $403,442; Mr. Herman, $215,465; Mr. Manzer, $285,390 and Mr. Posze, $115,425. For Mr. Boynton this amount reflects his cash-based stock units, which track our share price and are subject to the same three year cliff vesting as the restricted stock awards. For Mr. Ruperto, this represents both his annual grant with a grant date fair value of $261,642 and a retention award with a grant date fair value of $141,800. For Mr. Manzer, this represents both his annual grant with a grant date fair value of $92,340 and a promotional grant with a grant date fair value of $193,050.

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(2)
The grant date fair value of awards subject to performance conditions, as reported in footnote (1), is 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 maximum performance is achieved under the 2016 Performance Share Award Program: for Mr. Boynton, $5,565,600; Mr. Ruperto, $2,662,428; Mr. Herman, $2,192,568; Mr. Manzer, $939,659 and Mr. Posze, $1,174,589.
(3)
Amounts under the “Non-Equity Incentive Plan Compensation” column represent awards under our 2016, 2015 and 2014 Annual Corporate Bonus Programs discussed in the CD&A.
(4)
Represents the annual change in actuarial present value of the participant’s pension benefit under Rayonier Advanced Materials’ retirement plans and above market interest on non-qualified deferred compensation in 2016.
(5)    The All Other Compensation column in the Summary Compensation Table above includes the following for 2016:
 
Paul G. Boynton
 
Frank A. Ruperto
 
Michael R. Herman
 
William R. Manzer
 
James L.
Posze Jr.
 
($)
 
($)
 
($)
 
($)
 
($)
Financial/tax planning services
6,921
 
 
10,000
 
 
10,000
Life insurance premiums
1,229
 
637
 
584
 
461
 
452
401(k) Plan company contributions
10,600
 
10,600
 
10,600
 
6,425
 
10,600
401(k) Retirement contribution/Enhanced Match
 
7,950
 
 
7,950
 
7,950
Cell Phone Stipend
330
 
330
 
330
 
330
 
330
Excess Savings Plan company contributions
21,845
 
15,550
 
4,362
 
5,229
 
5,555
Executive annual physical
2,390
 
5,136
 
 
1,532
 
Wellness
500
 
 
259
 
 
Payment of accrued dividends
33,672
 
6,665
 
7,856
 
2,525
 
3,367
Relocation
 
211,438
 
 
 
Spousal Travel
293
 
 
 
 
Total
77,780
 
258,306
 
33,991
 
24,452
 
38,254


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Grants of Plan Based Awards
This table discloses 2016 restricted stock, performance share and phantom stock unit awards along with potential payouts under the 2016 Annual Corporate Bonus Program for the NEOs.
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) (5)
 
Grant Date Fair Value of Stock and Option Awards ($) (6)
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Paul G. Boynton
 
 
 
12/10/2015
 
185,400
 
927,000
 
1,854,000
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
54,000
 
180,000
 
450,000
 
 
 
1,403,054
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
31,094
 
103,647
 
259,118
 

 
734,857
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
121,563
 
861,882
Frank A. Ruperto
 
 
 
12/10/2015
 
50,630
 
253,150
 
506,300
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
25,832
 
86,107
 
215,268
 
 
 
671,182
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
36,903
 
261,642
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
20,000 (5)
 
141,800
Michael R. Herman
 
 
 
12/10/2015
 
46,360
 
231,800
 
463,600
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
21,273
 
70,911
 
177,278
 
 
 
552,733
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
30,390
 
215,465
William R. Manzer
 
 
 
12/10/2015
 
31,620
 
158,100
 
316,200
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
9,117
 
30,390
 
75,975
 
 
 
236,882
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
13,024
 
92,340
 
 
5/23/2016
 
5/23/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
15,000 (5)
 
193,050
James L. Posze Jr.
 
 
 
12/10/2015
 
29,988
 
149,940
 
299,880
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
11,396
 
37,988
 
94,970
 
 
 
296,107
 
 
3/1/2016
 
12/10/2015
 
 
 
 
 
 
 
 
 
 
 
 
 
16,280
 
115,425

(1)
2016 annual equity grants were approved in December 2015 and the grant date reflects the date on which the Compensation Committee approved the applicable performance measures. The number of shares granted were determined as of March 1, 2016, using the average close price from the ten trading days prior to March 1, 2016. For the Non-Equity Incentive Plan Awards, the approval date reflects the date on which the Compensation Committee approved the 2016 Annual Corporate Bonus Program.
(2)
Reflects potential awards under the 2016 Annual Corporate Bonus Program. Awards can range from 0% to 200% of the target award. See the “2016 Annual Corporate Bonus Program” section of the CD&A. The actual amount earned by each named executive officer for 2016 is reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. The applicable performance measures for the bonus program were approved on December 11, 2015.

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(3)
Reflects potential awards, in number of shares, under the 2016 Performance Share Award Program. For our CEO, the amounts reflect his potential awards, in number of shares, for his performance share award and his cash-based performance unit award. Awards can range from 0% to 200% of the target award based on ROIC performance plus a potential additional 25% based on the cumulative TSR modifier. Please refer to the “A Closer Look at Performance Shares” section of the CD&A.
(4)
Reflects time-based restricted stock grant awards, and for our CEO his cash-based stock unit award, for 2016, granted as part of our 2016 long-term incentive program, which vest and become exercisable on the third anniversary of the grant date.
(5)
Reflects a retention award for Mr. Ruperto and a promotional award for Mr. Manzer. The award for Mr. Ruperto vests and becomes exercisable on the third anniversary of the grant date. The award for Mr. Manzer vests and becomes exercisable on the fourth anniversary of the grant date.
(6)
Reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. For performance shares and performance-based phantom stock units, the grant date fair value is computed using the Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award to determine the fair market value.
As discussed in the CD&A, the Summary Compensation Table and Grants of Plan-Based Awards Table reflect that, consistent with the Compensation Committee’s stated philosophy, the majority of total targeted compensation for NEOs for 2016 was allocated to performance-based incentives. Performance-based incentive awards are discussed in further detail in the CD&A.

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Outstanding Equity Awards at Fiscal Year End

This table discloses outstanding stock option, performance share, restricted stock and stock unit awards for the NEOs as of December 31, 2016.

Name
 
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
 
Stock Award Grant Date
 
 
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
 
20,091

 

 
36.5528
 
1/2/2014
 
1/2/2024
 
 
 
 
 
 
 
 
 
 
 
 
13,986

 

 
45.2121
 
1/2/2013
 
1/2/2023
 
 
 
 
 
 
 
 
 
 
 
 
13,774

 

 
38.1593
 
1/3/2012
 
1/3/2022
 
 
 
 
 
 
 
 
 
 
 
 
7,523

 

 
31.8108
 
1/3/2011
 
1/3/2021
 
 
 
 
 
 
 
 
 
 
 
 
8,957

 

 
24.2426
 
1/4/2010
 
1/3/2020
 
 
 
 
 
 
 
 
 
 
 
 
14,767

 

 
17.3358
 
1/2/2009
 
1/1/2019
 
 
 
 
 
 
 
 
 
 
 
 
9,799

 

 
26.6823
 
1/2/2008
 
1/2/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7/15/2014
 
 
 
 
 
18,987

 
$
293,539

 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
43,922

 
$
679,034

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 


 


 
204,968

 
$
3,168,805

 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
121,563

 
$
1,879,364

 


 


 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
 
 
 
 
360,000

 
$
5,565,600

 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
 
 
 
 
207,294

 
$
3,204,765

Frank A. Ruperto
 
2,782

 
1,391

 
39.4393
 
3/31/2014
 
3/31/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/31/2014
 
1,089 (5)

 
$
16,836

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7/15/2014
 
 
 
 
 
4,382

 
$
67,746

 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
9,982

 
$
154,322

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
12,500

 
$
193,250

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
36,903

 
$
570,520

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
20,000

 
$
309,200

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
 
 
 
 
46,584

 
$
720,189

 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
 
 
 
 
172,214

 
$
2,662,428

Michael R. Herman
 
4,086

 

 
36.5528
 
1/2/2014
 
1/2/2024
 
 
 
 
 
 
 
 
 
 
 
 
2,538

 

 
45.2121
 
1/2/2013
 
1/2/2023
 
 
 
 
 
 
 
 
 
 
 
 
1,925

 

 
38.1593
 
1/3/2012
 
1/3/2022
 
 
 
 
 
 
 
 
 
 
 
 
2,290

 

 
31.8108
 
1/3/2011
 
1/3/2021
 
 
 
 
 
 
 
 
 
 
 
 
2,990

 

 
24.2426
 
1/4/2010
 
1/4/2020
 
 
 
 
 
 
 
 
 
 
 
 
3,673

 

 
26.6823
 
1/2/2008
 
1/2/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7/15/2014
 
 
 
 
 
4,089

 
$
63,216

 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
9,317

 
$
144,041

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
10,000

 
$
154,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
30,390

 
$
469,829

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
 
 
 
 
43,478

 
$
672,170

 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
 
 
 
 
141,822

 
$
2,192,568


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Name
 
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
 
Stock Award Grant Date
 
 
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)
William R. Manzer
 
1,390

 

 
36.5528
 
1/2/2014
 
1/2/2024
 
 
 
 
 
 
 
 
 
 
 
 
1,047

 

 
45.2121
 
1/2/2013
 
1/2/2023
 
 
 
 
 
 
 
 
 
 
 
 
1,102

 

 
38.1593
 
1/3/2012
 
1/3/2022
 
 
 
 
 
 
 
 
 
 
 
 
655

 

 
33.0651
 
1/24/2011
 
1/24/2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7/15/2014
 
 
 
 
 
1,314

 
$
20,314

 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
6,250

 
$
96,625

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
4,991

 
$
77,161

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
13,024

 
$
201,351

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5/23/2016
 
15,000

 
$
231,900

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/2/2015
 
 
 
 
 
9,982

 
$
154,322

 
 
 
 
 
 
 
 
 
 
 
 
3/1/2016
 
 
 
 
 
60,780

 
$
939,659

James L. Posze Jr.
 
2,163

 

 
36.5528
 
1/2/2014
 
1/2/2024