Ivona Smith
About Ivona Smith
Independent director at RYAM since 2020 (age 55). Smith is an advisor with Drivetrain LLC (since 2016) and brings deep restructuring, capital markets, and accounting expertise from prior roles at Fair Oaks Capital, Restoration Capital (co‑founder), Tribeca Investments/Citigroup, Kidder Peabody, and Ernst & Young; she holds a B.S. in Finance (Fordham) and an MBA (NYU Stern) . She is independent under NYSE standards; RYAM’s board had 8 of 9 independent directors in 2024 . She chairs the Nominating & Corporate Governance Committee and serves on the Finance & Strategic Planning Committee, aligning her background to board refreshment, governance, and capital structure oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drivetrain LLC | Advisor | 2016–present | Independent fiduciary; restructuring and governance advisory |
| Fair Oaks Capital LP | Managing Director | 2014–2016 | Investment advisory; credit/capital markets |
| Restoration Capital Management LLC | Co‑Founder | 2001–2012 | Event‑driven/distressed investing; leadership role |
| Tribeca Investments (Citigroup/Traveler’s) | Co‑Portfolio Manager | 1999–2000 | Broker/dealer affiliate; portfolio management |
| Kidder Peabody; Ernst & Young | Auditor/Analyst/Consultant | Early career | Accounting and investment banking foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peer Street, Inc. | Director | Apr 2023–May 2024 | Fintech/real estate credit platform |
| Vintage Wine Estates, Inc. | Director | Jun–Aug 2024 | Consumer staples; short tenure in 2024 |
| 2U, Inc. | Director | May–Sep 2024 | Ed‑tech; short tenure in 2024 |
| The Weinstein Company | Director | 2018–2021 | Contributed during sale and wind‑down process |
Board Governance
- Independence: Smith is an independent director under RYAM’s Director Independence Standards (all directors except the CEO were independent during 2024) .
- Committee leadership and memberships:
- Chair, Nominating & Corporate Governance (3 meetings in 2024)
- Member, Finance & Strategic Planning (5 meetings in 2024)
- Attendance and engagement: The Board held 11 meetings in 2024; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independent director executive sessions: 5 meetings in 2024, led by the independent Board Chair .
- Governance priorities: Board re‑introduced proposals to declassify the Board and eliminate supermajority voting at the 2025 AGM .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 3 |
| Finance & Strategic Planning | Member | 5 |
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non‑management directors; paid quarterly |
| Committee Chair fee (Nominating, Sustainability, Compensation, Finance) | $15,000 | Audit Chair: $20,000; Sustainability Chair not paid if held by Board Chair |
| Independent Board Chair retainer | $100,000 | Not applicable to Smith (she is a committee chair) |
| Smith – Cash paid in 2024 | $100,000 | Reflects $85,000 retainer + $15,000 Nominating Chair fee |
Performance Compensation
| Equity Award | Grant Date | Number/Price | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 16, 2024 | 16,429 RSUs at nominal $7.00 | $115,003 | Vests May 16, 2025 | Dividends accrue and pay at vest with interest at WSJ Prime rate; prorated if partial‑year service |
| Options | — | — | — | — | No option awards to directors disclosed for 2024 |
- Annual director equity/cash cap: $400,000 under the current plan . Proposal would raise director equity+cash cap to $500,000 in the Amended 2023 Plan (subject to stockholder approval) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for 2025; prior short‑tenure board roles in 2024 at 2U and Vintage Wine Estates; prior role at Peer Street (ended 2024) .
- Compensation Committee interlocks: None reported for RYAM in 2024 .
Expertise & Qualifications
- Finance and restructuring expert with >25 years investing in and advising companies through operational/financial challenges; experience improves oversight of capital structure, financial performance, external audit, and internal controls .
- Education: B.S. Finance (Fordham); MBA (NYU Stern) .
- Governance leadership: Chair of Nominating & Corporate Governance; leads board evaluation, composition, committee structure, and director compensation recommendations .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (3/17/2025) | 110,613 shares | Less than 1% of class |
| Unvested director RSUs outstanding (12/31/2024) | 16,429 RSUs | 2024 director grant; vests 5/16/2025 |
| Ownership guidelines (directors) | Hold ≥ sum of prior 5 years’ cash retainers after 5 years’ tenure; must hold all annual equity until compliant | All directors in compliance as of 3/17/2025 |
| Hedging/pledging | Prohibited for directors and immediate family; no pledging permitted | None known pledged; policy bans hedging/pledging |
Governance Assessment
- Strengths
- Independent director with restructuring and capital markets expertise; roles align to governance and finance oversight (Nominating Chair; Finance & Strategic Planning member) .
- Clean conflicts profile: no related person transactions identified in 2024; strict anti‑hedging/anti‑pledging policy .
- Ownership alignment: director stock ownership/retention policy with full compliance; standard director pay mix of cash + RSUs .
- Board governance enhancements on ballot (declassification; eliminate supermajority), reflecting responsiveness to investors .
- Board engagement/attendance: 11 Board meetings; at least 75% attendance for every director; 5 independent sessions; full attendance at 2024 AGM .
- Watch items
- Proposed increase in annual director cash+equity cap from $400k to $500k (subject to shareholder approval) — monitor for future director pay growth relative to peers .
- Series of short‑tenure external directorships in 2024 (2U, Vintage Wine, Peer Street ended 2024) — neutral signal; relevant to restructuring skillset but continue to monitor for overboarding (RYAM policy: max three other public boards for non‑CEOs) .
Related‑party transactions: Audit Committee’s annual review identified no related person transactions requiring proxy disclosure for 2024 . Say‑on‑Pay context: 96.7% approval in 2024, signaling broad investor support for compensation governance .