Charles R. Eggert
About Charles R. Eggert
Charles R. Eggert, age 71, has served as an independent director of Rayonier Advanced Materials (RYAM) since 2022 . He is an Operating Partner at iSelect Fund Management (since 2019) and formerly an Operating Partner at Arsenal Capital Partners (2016–2019), where he also served on portfolio company boards (Spartech LLC, Chroma Color Corporation, Meridian Adhesives Group) and was President & CEO of Solvaira Specialties (2016–2017) . Earlier, he was CEO and a director at OPX Biotechnologies (2008–2014), Group VP Specialty Polymers at National Starch & Chemical (ICI PLC) (1999–2008), VP Marketing & Sales at Engelhard (1997–1999), and spent two decades at Monsanto across R&D, manufacturing, business development, and marketing (1977–1997) . He holds an MBA in Marketing & Finance and a BS in Chemical Engineering from Washington University in St. Louis, and an MS in Biochemical Engineering from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iSelect Fund Management | Operating Partner | 2019–present | Focused on agriculture/food/nutrition/wellness; value creation for early-stage companies |
| Arsenal Capital Partners | Operating Partner | 2016–2019 | Specialty chemicals/healthcare services; portfolio board service (see External Roles) |
| Solvaira Specialties (Arsenal portfolio) | President & CEO | 2016–2017 | Operational leadership in specialty ingredients |
| OPX Biotechnologies, Inc. | CEO & Director | 2008–2014 | Renewable chemicals; growth and strategic leadership |
| National Starch & Chemical (ICI PLC) | Group VP, Specialty Polymers | 1999–2008 | Specialty polymers leadership in global specialty chemicals |
| Engelhard Corporation | VP, Marketing & Sales | 1997–1999 | Commercial leadership in specialty materials |
| Monsanto Company | Various (R&D, manufacturing, business dev., marketing) | 1977–1997 | Two decades of technical/operational roles across functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CP Kelco | Director | 2020–2024 | Board service in food ingredients; governance oversight |
| Spartech LLC | Director (Arsenal portfolio) | 2016–2019 | Specialty plastics; oversight and value creation |
| Chroma Color Corporation | Director (Arsenal portfolio) | 2016–2019 | Color concentrates; strategic guidance |
| Meridian Adhesives Group | Director (Arsenal portfolio) | 2016–2019 | Adhesives; governance support |
Board Governance
- Independence: The Board determined all directors other than the CEO were independent in 2024; Eggert is independent .
- Committee assignments:
- Audit Committee member; the committee met 8 times in 2024; Chair: Bryan D. Yokley .
- Sustainability Committee member; the committee met 3 times in 2024; Chair: Lisa M. Palumbo .
- Attendance and engagement: The Board held 11 meetings in 2024, and each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independent director executive sessions: Independent directors met in five executive sessions in 2024 led by the independent Chair .
- Governance practices: Mandatory stock ownership for directors and overboarding limits (≤3 other public boards for non-CEOs); independent Chair in place since May 16, 2024 .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Cash Retainer | Non-management director cash retainer | $85,000 (prorated if partial year) |
| Committee Chair Fees | Audit Chair additional retainer | $20,000 (not applicable to Eggert) |
| Committee Chair Fees | Compensation/Finance/Nominating/Sustainability Chair additional retainer | $15,000 (Sustainability Chair fee waived if held by independent Board Chair; not applicable to Eggert) |
| Independent Chair Retainer | Additional retainer for independent Chair | $100,000 (not applicable to Eggert) |
| RSU Equity Retainer (2024–2025) | Annual RSU grant made May 16, 2024 | $115,003 grant-date fair value; 16,429 RSUs based on a nominal $7/share; vest May 16, 2025 |
| Total 2024 Director Compensation | Cash + Stock Awards | $200,003 for Eggert ($85,000 cash; $115,003 stock) |
| Dividends on Director RSUs | Accrue and paid upon vesting | Accrued with interest at Prime Rate; paid at vesting |
| Cash Fees Deferral Plan | Election to defer cash fees | Up to 100% deferral; lump-sum on conclusion/termination; earns Prime Rate |
| Annual Director Award/Pay Cap | Equity plus cash cap | $400,000 per director per year |
Performance Compensation
| Metric | Weight/Target | Terms |
|---|---|---|
| None (director equity retainer is time-based RSUs) | N/A | Director RSUs vest time-based; no performance conditions tied to director equity |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Eggert in the proxy |
| Prior public/private boards | CP Kelco (2020–2024); Spartech LLC; Chroma Color; Meridian Adhesives Group |
| Compensation Committee interlocks | None; no interlocks or insider participation disclosed for 2024 |
| Related-party transactions | Audit Committee review identified no related person transactions requiring disclosure for 2024 |
Expertise & Qualifications
- Specialty chemicals and ingredients leadership (National Starch/ICI, Engelhard, Monsanto; portfolio boards) .
- CEO experience in renewable chemicals (OPX Biotechnologies) and specialty ingredients (Solvaira Specialties) .
- Venture/private equity operating partner with early-stage innovation and value creation focus (iSelect; Arsenal Capital Partners) .
- Technical credentials: BS Chemical Engineering; MS Biochemical Engineering; MBA in Marketing & Finance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 63,555 shares beneficially owned; percent of class <1% (star indicates ≤1%) |
| RSUs included in beneficial count | Director RSUs granted in 2024 that vest on May 16, 2025 included (vesting within 60 days of March 17, 2025) |
| Options | None shown as exercisable; company has not granted stock options since inception (corporate practice) |
| Anti-hedging/anti-pledging | Hedging, short sales, and pledging prohibited by policy; to Company’s knowledge, none pledged |
| Ownership guidelines | Directors subject to mandatory stock ownership/retention; all directors in compliance as of March 17, 2025 |
Governance Assessment
- Board effectiveness: Eggert is an independent director serving on Audit (financial reporting, controls, ERM, cybersecurity oversight) and Sustainability (ESG oversight), positioning him in key risk and stakeholder oversight areas .
- Engagement/attendance: Board met 11 times; directors met attendance thresholds; all directors attended the 2024 Annual Meeting—supports engagement and reliability .
- Alignment: Director ownership guidelines and anti-hedging/anti-pledging policy with disclosed non-pledging reinforce alignment and risk discipline .
- Compensation structure: Director pay mix blends cash ($85,000) and equity ($115,003) with time-based RSUs; annual cap at $400,000 limits pay inflation risk .
- Conflicts: No related-person transactions in 2024 and no compensation committee interlocks; mitigates conflict-of-interest risk .
- Investor confidence signals: Say-on-Pay support was ~96.7% in 2024, indicating broad investor approval of compensation governance (while focused on NEOs, it reflects overall governance credibility) .
RED FLAGS: None disclosed specific to Eggert. Director equity is time-based (no performance conditions), which is typical for non-management directors, but offers limited performance linkage by design . Overboarding risk appears contained under Board policy; no additional public company boards for Eggert are disclosed in the proxy .