James F. Kirsch
About James F. Kirsch
Independent director at RYAM since 2014 (Age 67). Former Chairman, President, and CEO of Ferro Corporation with deep specialty materials and chemicals leadership; prior senior roles at Quantum Composites, Ballard Generation Systems/Ballard Power Systems, and 19 years at Dow Chemical. Education: The Ohio State University. The Board has affirmatively determined he is independent under NYSE and RYAM standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferro Corporation | Chairman, President & CEO | 2006–2012 | Led a NYSE-listed specialty materials producer; senior leadership and operational turnaround experience . |
| Quantum Composites, Inc. | President | 2002–2004 | Operational leadership in thermoset molding for industrial end-markets . |
| Ballard Generation Systems, Inc.; Ballard Power Systems Inc. | President & Director; VP | 1999–2002 | Strategy and commercialization in fuel-cell generation systems . |
| The Dow Chemical Company | Various (Global Business Director; Global VP) | 19 years | Global P&L and chemicals operations expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GCP Applied Technologies Inc. | Director | 2018–2020 | Public company board experience . |
| Cleveland-Cliffs, Inc. (formerly Cliffs Natural Resources) | Director; Executive Chairman | Director: Mar 2010–Aug 2014; Executive Chairman: Jan–Aug 2014 | Executive leadership and governance oversight . |
Board Governance
- Committees: Chair, Finance & Strategic Planning Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity: Finance & Strategic Planning met 5 times in 2024; Nominating & Corporate Governance met 3 times in 2024 .
- Independence: 89% of Board independent in 2024; all standing committees (Audit, Compensation, Nominating, Sustainability) composed entirely of independent directors; independent Chair since May 16, 2024 .
- Attendance: 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 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid in quarterly installments . |
| Committee chair retainer (Finance) | $15,000 | Chair retainer for Finance Committee . |
| Cash fees earned | $100,000 | 2024 fees for Kirsch . |
| Equity (RSUs) – grant-date fair value | $115,003 | Granted May 16, 2024; nominal share value $7.00 . |
| Total 2024 director compensation | $215,003 | Sum of cash and stock awards . |
Annual limits and process:
- Current annual cap: director equity plus cash compensation capped at $400,000 under the plan .
- Proposed change: Amended 2023 Incentive Stock Plan increases cap to $500,000 (subject to shareholder approval) .
- Director compensation benchmarking supported by independent consultant F.W. Cook; stock ownership mandatory and retention requirements in effect .
Performance Compensation
| Award Type | Grant Date | Units | Vesting | Dividend Treatment |
|---|---|---|---|---|
| RSUs (time-based) | May 16, 2024 | 16,429 RSUs | Vest May 16, 2025; forfeiture if voluntary board departure absent extraordinary circumstances | Dividends (if any) accrue and pay at vesting with interest at WSJ Prime Rate, compounded annually . |
Notes:
- RSUs are time-based (no performance metrics), aligned with retention and shareholder alignment .
- The Company prohibits payment of dividends on unvested performance awards; director RSUs accrue dividends until vesting per director program terms .
Other Directorships & Interlocks
| Type | Company | Relationship to RYAM |
|---|---|---|
| Public company boards (prior) | GCP Applied Technologies; Cleveland-Cliffs | No related person transactions disclosed with RYAM in 2024; no interlocks noted with RYAM competitors/suppliers in proxy . |
Expertise & Qualifications
- Specialty materials and chemicals leadership; international operations; capital markets and corporate finance; governance and board oversight .
- Senior leadership as former NYSE-listed CEO and executive chair; enhances Finance & Strategic Planning oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 139,926 shares; <1% of class . |
| RSUs outstanding (director grant) | 16,429 RSUs (May 16, 2024 grant) . |
| Pledging/Hedging | Prohibited for directors; Company policy bans hedging and pledging; none reported . |
| Ownership guidelines | Directors ≥5 years required to hold stock equal to sum of last five years’ cash retainers; prior to reaching requirement, must hold all annual equity; all directors in compliance as of March 17, 2025 . |
Governance Assessment
- Strengths: Independent status; committee leadership in Finance & Strategic Planning; active committee cadence; compliant attendance; robust anti-hedging/anti-pledging; no related person transactions in 2024; mandatory director ownership .
- Alignment: Director pay mix balances cash retainer and time-based RSUs with one-year vest; ownership/retention rules strengthen alignment .
- Shareholder signals: Board proposing declassification and elimination of supermajority; 2024 Say-on-Pay support 96.7% (executive pay context) .
- Watch items: Proposed increase of annual director cap to $500,000 under Amended 2023 Plan could modestly raise potential director compensation headroom—monitor implementation and grant sizes post-approval .
Appendix: Committee Details and Oversight
| Committee | Role Highlights | 2024 Meetings | Composition |
|---|---|---|---|
| Finance & Strategic Planning (Chair: Kirsch) | Capital structure; strategic planning; financing; equity issuance; dividend policy; pension/savings plan asset performance; growth through innovation; tax/hedging/insurance oversight . | 5 | Independent directors . |
| Nominating & Corporate Governance (Member: Kirsch) | Board structure/composition; nominee criteria; committee composition; Board/committee evaluations; director compensation programs; CGPs oversight . | 3 | Independent directors . |
No SEC Section 16(a) filing delinquencies for directors or executives were reported for 2024 .
Audit Committee oversight and independence robust; Kirsch is not listed as a member; Audit Committee Chair is Bryan D. Yokley; audit fees and independence policies disclosed .