Bryan D. Yokley
About Bryan D. Yokley
Bryan D. Yokley (age 63) has served as an independent director of Rayonier Advanced Materials Inc. (RYAM) since 2023. He is a former EY audit partner with 40+ years in public-company auditing and finance, including an earlier FASB fellowship; he is a Certified Public Accountant (inactive) with a BBA from the University of Alabama . The Board determined all directors other than the CEO were independent during 2024, and its key committees (Audit, Compensation, Nominating, Sustainability) are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Audit Partner | 2001–Jun 2022 | Worked with senior management and audit committees of public companies |
| World Access, Inc. | Chief Financial Officer | 1999–2021 | Executive finance leadership |
| Ernst & Young | Audit Partner | 1997–1999 | Public company audit oversight |
| Financial Accounting Standards Board (FASB) | Fellow | 1995–1997 | Standard‑setting exposure |
| Arthur Young (merged into EY in 1989) | Auditor | 1984–1995 | Audit execution and reviews |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Yokley in the 2025 Proxy |
Board Governance
| Area | Detail |
|---|---|
| Independence | Independent director; all but CEO were independent during 2024 |
| Committees (2024) | Audit Committee Chair; member, Compensation & Management Development Committee |
| Audit Committee Financial Expert | Board determined Mr. Yokley qualifies as an “audit committee financial expert” (independent) |
| Meetings in 2024 | Audit Committee: 8; Compensation & Mgmt Development: 4; Board held 11 meetings |
| Attendance | Each director attended at least 75% of combined Board/committee meetings during their tenure in 2024; all directors attended the 2024 Annual Meeting |
| Independent Sessions | Independent non‑management directors met in five separate sessions in 2024 |
Fixed Compensation
| Component | Terms/Amounts | Period/Date | Notes |
|---|---|---|---|
| Cash Retainer (policy) | $85,000 annual cash retainer for non‑management directors (prorated for partial year) | 2024–2025 program | — |
| Chair Fees (policy) | Audit Chair: +$20,000; Comp/Finance/Nominating/Sustainability Chairs: +$15,000; Independent Board Chair: +$100,000 | 2024–2025 program | — |
| Bryan D. Yokley—Cash | $100,000 fees earned/paid in cash | FY2024 | Compared to policy (85k base + 20k audit chair), the $100k reported reflects actual service timing under pro‑rata framework |
| Annual Limits | Director cash + equity capped at $400,000 per director per year under plan | Plan limit | — |
Performance Compensation
Directors do not receive performance‑conditioned awards; equity is time‑based to align with shareholders.
| Equity Element | Grant Date | Number/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSU | May 16, 2024 | $115,003 grant value; translated at $7.00/share → 16,429 RSUs for each non‑management director (incl. Yokley) | Vests May 16, 2025 if still serving (exceptions for death/disability/extraordinary circumstances) |
| Dividends on RSUs | Accrue and paid at vesting; interest at WSJ Prime Rate, compounded annually | — | — |
| Outstanding at 12/31/24 | Mr. Yokley: 16,429 director RSUs outstanding | 12/31/2024 | — |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public company boards | None disclosed for Mr. Yokley |
| Compensation committee interlocks | None—Company discloses no interlocks and independent Compensation Committee membership, including Mr. Yokley |
Expertise & Qualifications
- CPA (inactive); deep audit and public company reporting experience; prior FASB fellowship .
- Board‑designated Audit Committee Financial Expert; enhances oversight of financial reporting, internal controls, external auditors, ERM and cybersecurity .
Equity Ownership
| Holder | Beneficially Owned Common (incl. exercisable/RSUs vesting within 60 days) | % of Class | Notes |
|---|---|---|---|
| Bryan D. Yokley | 36,952 shares | * (<1%) | Table includes director RSUs vesting within 60 days; excludes other unvested RSUs per note |
| RSUs Outstanding (12/31/24) | 16,429 director RSUs | — | Vests 5/16/2025 |
| Anti‑hedging/Anti‑pledging | Hedging and pledging prohibited; company notes no pledging by directors/officers | ||
| Director Ownership Guidelines | Must hold stock equal to sum of cash retainers over prior 5 years after 5 years of service; all directors in compliance as of Mar 17, 2025 |
Governance Assessment
-
Strengths for Board effectiveness and investor confidence:
- Audit Committee Chair and SEC‑defined “financial expert” status signal robust oversight of reporting, controls, audit quality, ERM, and cybersecurity .
- Independent status; participation on Compensation & Management Development Committee; independent‑only committee composition .
- Clean related‑party profile (Audit Committee identified no related person transactions requiring disclosure in 2024) ; anti‑hedging/pledging policy with no pledging reported .
- Director equity is time‑based RSUs with dividend accruals, aligning incentives without pay‑for‑performance gaming risk typical for executives .
- Shareholder environment supportive: Say‑on‑Pay approved with ~96.7% “For” at 2024 meeting, indicating alignment with investors on compensation governance .
-
Watch items:
- Fee actuals vs policy: FY2024 cash for Mr. Yokley reported at $100,000 versus policy math of $85,000 retainer + $20,000 Audit Chair; program is pro‑rated, suggesting mid‑year committee/role timing—monitor for clarity in future disclosures .
- Attendance disclosure is aggregate (≥75% for each director) rather than director‑specific; continue to monitor individual attendance trends as disclosed .
No red flags surfaced relating to related‑party transactions, hedging/pledging, or interlocks in the latest proxy .
Director Compensation (Detail)
| Metric | FY2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 100,000 | — |
| Stock Awards ($) | 115,003 | Aggregate grant‑date fair value (ASC 718) |
| Total ($) | 215,003 | — |
| Director RSU Grant (all non‑mgmt directors) | $115,003 on 5/16/2024 → 16,429 RSUs | Vests 5/16/2025 |
| Director Comp Policy—Cash | $85,000 base; Chair adders as specified | Pro‑rated for partial year |
| Annual Limit (Cash + Equity) | $400,000 per director | Equity Incentive Plan limit |
Related-Party & Conflicts Screening
- Policy and process in place; annual review found no related person transactions requiring disclosure for 2024 .
- Anti‑hedging/pledging rules apply to directors; none pledged, per beneficial ownership disclosure .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay support: ~96.7% “For,” reflecting positive investor sentiment on pay practices and governance .
- Board and management conducted outreach to holders representing ~61% of outstanding shares; independent directors actively engaged .
Compensation Committee Analysis (Context)
- Independent consultant FW Cook supports benchmarking for both executive and director compensation; director program reviewed by Nominating Committee and approved by Board .
- Executive comp risk mitigants include clawback, double‑trigger CIC, no hedging/pledging; though executive‑oriented, they reflect broader governance rigor under the committees Mr. Yokley serves/oversees .