Julie A. Dill
About Julie A. Dill
Independent director at RYAM since 2018 (age 65). Former President & CEO of Spectra Energy Partners, LP; President of Union Gas; senior roles at Spectra Energy, Duke Energy, Duke Energy International, and Shell. Education and credentials include a B.B.A. (New Mexico State University), Harvard Advanced Management Program, NACD Directorship Certification, and CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Board independence affirmed by RYAM; the Board reported 11 meetings in 2024 with each director attending at least 75%, and all directors attended the 2024 annual meeting. Independent directors held five executive sessions in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectra Energy Partners, LP (NYSE: SEP) | President & CEO | 2012–2013 | Led a publicly traded energy MLP; later merged with Enbridge (2017) |
| Spectra Energy Corp | Group VP, Strategy; Chief Communications Officer | 2013–Feb 2017 | Senior leadership across strategy and communications |
| Union Gas Limited | President | 2007–2011 | Operated regulated gas utility businesses in Canada |
| Duke Energy; Duke Energy International; Shell Oil Company | Various financial/operational roles | Earlier career | Broad financial and operating experience in energy |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sterling Infrastructure, Inc. | Director | Not specified in proxy | Current directorship |
| Centuri Holdings | Director | Not specified in proxy | Current directorship |
| Southern Star Central Gas Pipeline | Director | Not specified in proxy | Current directorship |
| NACD Tri-Cities Chapter | Director (Board) | Non-profit | Governance community leadership |
| NMSU College of Business & Economics | Advisory Council member | Academic | Engagement in business education |
| Memorial Hermann Hospital | Community Relations Committee member | Non-profit | Community involvement |
| Prior: QEP Resources, Inc. | Director | 2013–Mar 2021 | Former public company board |
| Prior: InterPipeline Ltd. | Director | 2018–Aug 2021 | Former board (Canada) |
| Prior: Spectra Energy Partners, LP | Director | 2012–Feb 2017 | Former MLP board |
| Prior: Centuri Group (Advisory Board) | Advisory Board member | 2018–2024 | Advisory capacity |
Board Governance
- Independence: Board determined all directors other than the CEO were independent in 2024; Dill is independent. Independent Chair role is separate from CEO.
- Committees and 2024 meetings:
- Compensation & Management Development Committee: Chair (4 meetings). Mandate includes executive pay, succession, and CD&A approval.
- Nominating & Corporate Governance Committee: Member (3 meetings). Oversees board composition, evaluations, and director pay recommendations.
- Board activity and engagement:
- Board met 11 times in 2024; each director attended ≥75% of combined Board/committee meetings; all directors attended the 2024 annual meeting. Independent directors held five executive sessions.
- Stockholder-aligned practices: Ongoing proposals to declassify Board and eliminate supermajority voting; independent Chair; majority voting with resignation policy.
Fixed Compensation (Director)
| Component | Amount/Detail | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 | 2024–2025 director year | Paid quarterly |
| Committee Chair fee (Compensation Committee) | $15,000 | 2024–2025 director year | Paid quarterly |
| Total cash (reported 2024) | $100,000 | Year ended Dec 31, 2024 | Matches retainer + chair fee |
| Annual equity (RSUs) | $115,003 grant-date fair value | Granted May 16, 2024 | 16,429 RSUs at nominal $7.00; vests May 16, 2025; dividends accrue with WSJ Prime until vesting |
| Total reported director compensation | $215,003 | Year ended Dec 31, 2024 | Fees + stock awards |
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| None (no performance-linked director pay) | Director equity is time-based RSUs; no options | N/A | Annual RSUs vest after 1 year if service continues; 2024 grant vests May 16, 2025 |
Other Directorships & Interlocks
- Current boards: Sterling Infrastructure, Inc.; Centuri Holdings; Southern Star Central Gas Pipeline. Prior: QEP Resources; InterPipeline; Spectra Energy Partners; advisory board at Centuri Group (2018–2024). No compensation committee interlocks disclosed in 2024.
Expertise & Qualifications
- 35+ years in energy across CEO/President roles, strategy, investor relations, communications; significant Canada experience. Credentials: NACD.DC and CERT in Cybersecurity Oversight. Brings financial and operational expertise and public company leadership to pay oversight as Compensation Chair.
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Julie A. Dill | 164,122 | <1% | Includes director RSUs vesting within 60 days of record date; directors are prohibited from pledging; none have pledged. As of Mar 17, 2025 all directors comply with stock ownership/retention guidelines. |
- Director ownership guideline: After 5 years of service, must hold Company stock with value ≥ sum of cash retainers over prior 5 years; until then, must hold all stock from annual equity retainer. Compliance affirmed for all directors as of Mar 17, 2025.
- Anti-hedging/pledging: Strict prohibition on hedging, options trading, short sales, and pledging for directors and officers.
Insider Trades and Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Section 16(a) filings for 2024 | Company believes all directors, officers, and >10% holders complied; no delinquencies disclosed |
Related Party Transactions / Conflicts
- Policy requires Audit Committee approval for transactions >$120,000 with related persons. Annual review identified no related person transactions in 2024 requiring proxy disclosure.
- Compensation Committee interlocks: None in 2024.
- Pledging/Hedging of RYAM stock: Prohibited; none reported.
Compensation Structure Signals (Context for Comp Chair)
- Executive pay design emphasizes performance: AIP weighted to Adjusted EBITDA and Operating Cash Flow with safety/sustainability/diversity objectives; LTI uses relative TSR and 3-year cumulative Adjusted EBITDA; double-trigger CIC severance and no excise tax gross-ups. 2024 Say-on-Pay support was ~96.7%. FW Cook serves as independent compensation consultant; annual risk assessment found no material adverse risk in pay programs.
Governance Assessment
- Strengths for investor confidence:
- Independent director with substantial operating and financial experience; chairs Compensation & Management Development Committee, a key lever for pay-for-performance alignment.
- High engagement indicators: Board/committee activity, ≥75% attendance for all directors, five executive sessions, and all directors attended the annual meeting.
- Alignment mechanisms: Director stock ownership/retention requirements; anti-hedge/pledge policy; director equity capped by plan; annual equity is time-based RSUs.
- Clean conflicts posture: No related person transactions disclosed for 2024; no compensation committee interlocks; Section 16 compliance.
- Watch items:
- Multi-board service should be monitored vs. overboarding limits (RYAM policy allows up to 3 other public boards for non-CEO directors; Dill serves on multiple boards but no non-compliance is indicated).
- Director equity is time-based (not performance-based), standard for directors but means oversight quality (as Comp Chair) is the primary performance signal rather than personal pay structure.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, Section 16 filing issues, or committee interlocks in 2024.