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James L. Posze, Jr.

Chief Administrative Officer and Senior Vice President, Human Resources at RAYONIER ADVANCED MATERIALS
Executive

About James L. Posze, Jr.

James L. Posze, Jr., 60, serves as Chief Administrative Officer and Senior Vice President, Human Resources at RYAM. He holds a bachelor’s degree in management from Western Kentucky University. He was VP HR at Rayonier Inc. from Oct 2010–Mar 2013 and SVP HR from Mar 2013–Jun 2014; following the 2014 spin-off, he became SVP HR at RYAM and was promoted to his current CAO role on February 16, 2021 . Company performance during his tenure shows Adjusted EBITDA of $222 million in 2024 (vs. $100 million in 2020) and TSR indexed values of 214.84 (2024), 105.47 (2023), 250.00 (2022), 148.70 (2021), 169.79 (2020), indicating volatile but improving EBITDA and multi-year TSR variability .

Past Roles

OrganizationRoleYearsStrategic Impact
Rayonier Inc.Vice President, Human ResourcesOct 2010–Mar 2013Led corporate HR for former parent; foundation for transition to stand-alone RYAM
Rayonier Inc.Senior Vice President, Human ResourcesMar 2013–Jun 2014Senior HR oversight through spin-off preparation
RYAMSenior Vice President, Human ResourcesJun 2014–Feb 16, 2021Built HR infrastructure post spin; executive leadership continuity
RYAMChief Administrative Officer & SVP, HRFeb 16, 2021–presentExpanded remit; administrative leadership across HR and corporate functions

External Roles

OrganizationRoleYearsStrategic Impact
Albemarle CorporationGlobal Director, Human Resources8+ yearsGlobal HR leadership at a chemicals manufacturer; deep talent systems experience

Fixed Compensation

Metric202020212022
Base Salary ($)335,000 365,000 380,000
Stock Awards (Grant-Date Fair Value, $)146,626 367,884 536,650
Annual Cash Incentive Paid ($)200,000 245,000 270,000
All Other Compensation ($)35,995 45,444 48,421
Total ($)717,621 1,023,328 1,234,071

Perquisites include executive physicals and tax/financial planning reimbursement (non-grossed-up); limit $10,000 for non-CEO participants .

Performance Compensation

Long-Term Incentives and Outcomes

MetricProgram YearWeightingPerformance PeriodOutcomePayout
Relative TSR2021 PSUsn/aMar 1, 2021–Feb 28, 2024Not earned (below threshold)0%
Adjusted HPC Segment EBITDA Margin %2021 PSUsn/aMar 1, 2021–Feb 28, 2024Not earned (below threshold)0%

Annual Incentive Design (Company and NEOs, 2022)

MetricWeightingNotes
Collared Business EBITDA60%Reverted to annual EBITDA framework
Cash Flow Metric20%Within financial objectives
Strategic Objectives (Safety, Sustainability, Asset Strategy, IT, Biomaterials, Innovation, People)20%Seven specific objectives

2024 Annual Incentive Plan emphasized Adjusted EBITDA as the most heavily weighted financial metric (exact weighting not disclosed) .

Equity Ownership & Alignment

Beneficial Ownership

MetricMar 18, 2021Mar 17, 2022Mar 17, 2025
Common Shares Beneficially Owned (#)112,371 117,827 n/a
Exercisable Stock Options (#)4,390 3,562 n/a
Total Shares + Exercisable Options (#)116,761 121,389 n/a
401(k) Plan Shares (#)955 958 1,025

Pledging policy: Executives are not permitted to pledge company stock; to the company’s knowledge, none have done so .

Outstanding Equity (as of FY 2022)

RSUs Not Vested:

Grant DateRSUs (#)Market Value ($)
3/1/202114,689 141,014
3/1/202226,563 255,005

PSUs Outstanding (Unearned Units):

Grant DatePSUs (#)
3/1/2020141,666
3/1/20218,569
7/14/202117,138
3/1/202222,136
3/29/202242,715
7/13/202248,114

Options (Legacy Grants):

Option Exercise Price ($)Grant DateExercisable (#)Expiration
45.21211/2/20131,399 1/2/2023
36.55281/2/20142,163 1/2/2024

Stock Ownership Guidelines:

  • CAO required ownership: 3x base salary; executives must retain shares and are prohibited from selling until guideline met (tax-withholding exceptions apply) .

Vesting Mechanics:

  • RSUs vest on the third anniversary of grant; PSUs vest after the 36‑month performance period based on achievement (0–200% for PSUs; some LPU awards up to 250%) .

Stock Vested in 2021:

Shares Acquired on Vesting (#)Value Realized ($)
14,126151,148

Employment Terms

Severance Economics (James L. Posze, Jr.)

Scenario202120222023
Non‑CIC Involuntary: Cash Severance ($)335,000 547,500 570,000
Non‑CIC Involuntary: Annual Incentive Severance ($)370,850 573,500 612,000
Non‑CIC Involuntary: Pension/401(k) ($)
Non‑CIC Involuntary: Medical/Welfare/Tax/Outplacement ($)36,218 36,040 35,851
Non‑CIC Involuntary: Acceleration of Equity ($)127,916 165,659 979,882
CIC Good Reason: Cash Severance ($)670,000 1,095,000 1,140,000
CIC Good Reason: Annual Incentive Severance ($)700,000 980,000 1,080,000
CIC Good Reason: Pension/401(k) ($)91,727 103,710 108,420
CIC Good Reason: Medical/Welfare/Tax/Outplacement ($)52,423 52,057 51,398
CIC Good Reason: Acceleration of Equity ($)778,912 900,603 2,373,020

Key Plan Features:

  • CIC plan is double-trigger (benefits only if termination without cause or for good reason within 24 months of CIC) .
  • No excise tax gross-ups; “best net” provision applies to 280G excise taxes .
  • Clawback policy compliant with NYSE/Dodd‑Frank; recovery of incentive comp on certain restatements and detrimental conduct .
  • Equity plan imposes restrictive covenants; if joining a competitor within one year post‑award (except following a CIC), required repayment of option gains or award value reported for tax purposes .
  • Retirement programs: qualified 401(k) and non‑qualified Excess Savings/Deferred Compensation Plan allowing deferral up to 100% of base salary and annual cash incentive .

Investment Implications

  • Alignment: Ownership guidelines (3x salary for CAO), anti-pledging, double‑trigger CIC, and clawbacks support investor‑friendly alignment; retention requirements limit discretionary selling before guideline compliance .
  • Incentive quality: 2022 AIP weighted 60% to EBITDA with clear strategic objectives; 2021 PSUs failed to vest, indicating discipline in pay-for-performance when targets aren’t met .
  • Vesting/supply dynamics: RSUs vest on third anniversaries; expect periodic share delivery and tax‑withholding sales at standard vesting points (e.g., 2021/2022 grants), but anti‑pledging and retention rules mitigate undue selling pressure .
  • Severance leverage: CIC tier status increased over time (Tier I for CIC by 2023), raising potential exit economics; however, lack of tax gross‑ups and double‑trigger reduce windfall risk .
  • Execution risk: HR/administrative leadership continuity since 2014 suggests low transition risk; performance programs tied to TSR and EBITDA margins create sensitivity to operating outcomes and market cycles .