David C. Mariano
About David C. Mariano
Independent director since 2020 (age 62), David C. Mariano is Managing Director of DCM Capital (founded 2011) with a prior career in private equity and restructuring at Wellspring Capital (Managing Partner, 1998–2011), Executive Chairman at Neucel Specialty Cellulose (2006–2011), and earlier roles at Blackstone and Ernst & Young; he holds a B.A. in Economics (Gustavus Adolphus College) and an MBA (Duke) . He is designated by the Board as an Audit Committee Financial Expert and is independent of management . Mariano beneficially owns 928,613 RYAM shares (≈1.39% of outstanding), aligning his incentives with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCM Capital | Managing Director | 2011–present | Founder; invests across equity/debt of public/private companies |
| Wellspring Capital Management | Managing Partner | 1998–2011 | Turnaround and restructuring focus across industries |
| Neucel Specialty Cellulose | Executive Chairman | 2006–2011 | Manufacturer of dissolving wood pulp; sector expertise relevant to RYAM |
| The Blackstone Group | Managing Director | Prior to 1998 | Private equity/investment experience |
| Ernst & Young | Senior Manager | Prior to Blackstone | Audit/finance grounding |
External Roles
- No current public company directorships disclosed in the latest proxy for Mr. Mariano .
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (Board determined all directors except CEO were independent in 2024) |
| Audit Committee | Member; 8 meetings in 2024 |
| Compensation & Management Development Committee | Member; 4 meetings in 2024 |
| Finance & Strategic Planning Committee | Member; 5 meetings in 2024 |
| Committee chair roles | None disclosed for Mr. Mariano |
| Audit Committee Financial Expert | Yes (Mariano and Yokley) |
| Board meetings/attendance | Board held 11 meetings in 2024; each director attended ≥75% of combined Board and committee meetings |
| Annual meeting attendance | All directors attended the 2024 annual meeting |
| Independent sessions | Independent directors met in executive session five times in 2024 |
| Board leadership | Independent Chair (Lisa M. Palumbo; elected May 16, 2024) |
| Shareholder rights modernization | 2025 proposals to declassify the Board and eliminate supermajority voting requirements |
Fixed Compensation
| Component | Amount | Period/Grant | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 | 2024–2025 director year | Paid quarterly; standard for non-management directors |
| Committee chair fees | $0 | 2024 | Applies only to chairs; Mariano is not a chair |
| Equity (RSU) grant – directors | $115,003 | Granted 5/16/2024; vests 5/16/2025 | 16,429 RSUs (nominal $7.00/share); dividends accrue and pay at vesting with interest at Prime Rate |
| Total director compensation (2024) | $200,003 | Year ended 12/31/2024 | Fees earned $85,000; Stock awards $115,003 |
| Annual cap on director comp | $400,000 | Plan limit | Combined cash + equity cap under Incentive Stock Plan |
| Deferral feature | Up to 100% of cash retainer may be deferred | Ongoing | Deferred cash earns interest at Prime Rate; lump-sum paid after Board service |
Performance Compensation
| Element | Structure | Metrics/Leverage |
|---|---|---|
| Director equity (RSUs) | Time-based; 1-year vest | No performance metrics; dividends (if any) accrue and are paid at vesting with Prime Rate interest |
| Anti-hedging/pledging policy (alignment) | Prohibits hedging, options, collars; prohibits pledging; includes standing/limit order controls | Applies to directors and immediate family/controlled entities |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Mariano in the proxy |
| Compensation committee interlocks | None; committee members independent; no interlocks or related person transactions requiring disclosure |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee Financial Expert; deep audit/finance background (EY; Blackstone) .
- Sector expertise: 18+ years focus in dissolving wood pulp and specialty cellulose (Executive Chairman, Neucel), directly relevant to RYAM’s core HPC business .
- Capital markets/restructuring: Extensive experience in capital markets, restructurings, and value-creating transactions (Wellspring/Blackstone) .
- Education: B.A. in Economics (Gustavus Adolphus College) and MBA (Duke University) .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Shares beneficially owned | 928,613 | 3/17/2025 | Includes director RSUs granted in 2024 that vest within 60 days (May 16, 2025) per proxy methodology |
| Percent of class | 1.39% | 3/17/2025 | Significant alignment via meaningful ownership |
| RSUs included due to 60-day rule | 16,429 | Grant 5/16/2024; vest 5/16/2025 | Director RSUs included in beneficial ownership because vest within 60 days of record date |
| Pledged shares | None permitted; none reported | Policy forbids pledging; proxy notes none pledged to knowledge | |
| Director ownership guidelines | Required to hold stock equal to ≥ sum of last five years’ cash retainers after 5 years of service; must retain all director equity until compliant | All directors in compliance as of 3/17/2025 |
Governance Assessment
- Board effectiveness and skills: Mariano enhances oversight breadth by serving on Audit, Compensation, and Finance committees, bringing audit/finance and specialty cellulose domain expertise; he is one of two Audit Committee Financial Experts, bolstering financial reporting oversight .
- Alignment and incentives: High insider ownership (1.39%) and stringent anti-hedging/anti-pledging policy support investor alignment; directors must meet robust ownership guidelines and are in compliance .
- Independence and engagement: Independent status; Board held 11 meetings in 2024 with ≥75% attendance by each director; all directors attended the annual meeting; independent director executive sessions were held five times, and the Chair is independent—factors that generally support strong oversight .
- Compensation structure: Director pay is modest and balanced (cash retainer + time-based RSUs); 2024 total $200,003 for Mariano; plan caps total director compensation at $400,000 and allows cash deferral at Prime Rate; no performance-linked director equity reduces risk of pay-for-performance misalignment for directors (appropriate for independence) .
- Conflicts/related-party checks: No related person transactions identified for 2024; robust pre-approval controls via Audit Committee; no compensation committee interlocks or Section 16(a) delinquencies, reducing governance red flags .
- Shareholder signals: 2024 say-on-pay support was ~96.7%, and 2024 TSR was ~104%; management/Board re-proposed declassification and eliminating supermajority provisions for 2025, indicating responsiveness to shareholder rights priorities .
RED FLAGS
- None identified: No pledging/hedging, no related-party transactions requiring disclosure in 2024, no interlocks, and consistent independence and attendance disclosures .