Lisa M. Palumbo
About Lisa M. Palumbo
Independent Chair of the Board at Rayonier Advanced Materials (RYAM); age 67; director since 2014. Former Senior Vice President, General Counsel and Secretary at Parsons Brinckerhoff (2008–2015), EDO Corporation (2002–2008), Moore Corporation (2001), and Rayonier Inc. (1997–2001); earlier legal roles at Avnet, Inc. (1987–1997). Holds BA and JD from Rutgers University; expertise spans law, corporate governance, M&A, ERM, health & safety, and compliance . Elected Independent Chair on May 16, 2024; the Board determined she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsons Brinckerhoff Group Inc. | SVP, General Counsel & Secretary | 2008–Jan 2015 | Governance, legal, ERM, compliance leadership |
| EDO Corporation | SVP, General Counsel & Secretary | 2002–2008 | Defense tech legal and governance oversight |
| Moore Corporation | SVP, General Counsel & Secretary | 2001 | Corporate legal leadership |
| Rayonier Inc. | VP, General Counsel & Secretary | 1997–2001 | Industry-specific governance, risk, and compliance |
| Avnet, Inc. | Assistant GC & Assistant Secretary; prior roles | 1987–1997 | Global distribution legal, rising responsibility |
| RYAM Board Committees (historical) | Chair, Nominating & Corporate Governance | 2020 (committee membership disclosed in 2021 proxy) | Led board structure, composition, director compensation recommendations |
External Roles
- The 2025 proxy biography does not list current public company directorships for Ms. Palumbo beyond RYAM .
Board Governance
- Independent Chair since May 16, 2024; duties include leading board oversight, approving agendas, presiding over meetings and executive sessions, serving as liaison to CEO, leading CEO performance reviews, engaging with major shareholders, and guiding board self-assessments and recruitment with the Nominating Committee .
- Independence: Board determined eight of nine directors, including Palumbo, were independent in 2024; all standing committees comprised entirely of independent directors .
- Committee leadership and membership: Chair, Sustainability Committee; Member, Compensation & Management Development Committee .
- Meetings and attendance: Board held 11 meetings in 2024; each director attended at least 75% of combined board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions of independent directors: five in 2024, led by the Chair .
- Board reforms: Board proposed declassification beginning 2026 (full annual elections by 2028) and elimination of supermajority voting provisions—signals toward stronger shareholder rights .
Committee Assignments
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Sustainability | Chair | 3 | Oversees ESG strategy, targets, disclosures, and stakeholder engagement |
| Compensation & Management Development | Member | 4 | Oversees executive pay, succession, CD&A; co-signed 2024 CD&A inclusion |
| Audit | Not listed as member | 8 | Oversight by independent members; ERM/cyber/legal compliance under Audit |
| Finance & Strategic Planning | Not listed as member | 5 | Capital structure, strategic planning oversight |
| Nominating & Corporate Governance | Not listed as current member | 3 | Governs board composition and director pay |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-management directors) | $85,000 | Paid quarterly |
| Independent Chair additional retainer | $100,000 | Paid quarterly |
| Committee chair retainers | $20,000 (Audit); $15,000 (Comp, Finance, Nominating, Sustainability) | No additional retainer payable to Sustainability Chair when held by the independent Chair |
| 2024 fees earned – Palumbo | $185,000 | Reflects $85,000 base + $100,000 Chair; no Sustainability chair fee due to policy |
Performance Compensation
| Equity Award | Grant Date | Number/Value | Vesting | Terms/Notes |
|---|---|---|---|---|
| Annual RSU award (directors) | May 16, 2024 | 16,429 RSUs ($115,003 based on $7.00 nominal) | Vests May 16, 2025 (if director remains; exceptions for death/disability/extraordinary circumstances) | Dividends accrue and pay on vesting with interest at WSJ Prime Rate; annual director equity plus cash capped at $400,000 |
| Palumbo – 2024 stock awards (grant-date fair value) | May 16, 2024 | $115,003 | As above | ASC 718 valuation; RSUs outstanding at 12/31/2024: 16,429 |
- Director RSUs are time-based; no performance metrics (e.g., EBITDA, TSR) are tied to director compensation awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no related person transaction or reciprocal board/comp committee service disclosed for 2024 among Compensation Committee members .
- Director overboarding limits: Non-CEO directors capped at three other public boards; Audit Committee members capped at serving on no more than two other audit committees .
Expertise & Qualifications
- Brings deep legal, governance, M&A, ERM, health & safety, and compliance expertise; prior Rayonier Inc. GC experience informs oversight of company risk and compliance .
- As Independent Chair, actively facilitates board-stockholder engagement and CEO performance review processes—signals robust oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Exercisable Options | Total | % of Class | Notes |
|---|---|---|---|---|---|
| Lisa M. Palumbo | 174,763 | – | 174,763 | * | Beneficial as of March 17, 2025; includes RSUs vesting within 60 days (May 16, 2025) per SEC rules |
| Pledging/Hedging | – | – | – | – | Company prohibits hedging and pledging; none known among directors/officers |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-16 | 2025-05-14 | A – Award | Restricted Stock Units | 16,429 | $0.00 | 16,429 | |
| 2025-05-16 | 2025-05-16 | M – Exempt (conversion/settlement) | Common Stock | 16,429 | $0.00 | 172,162.538 |
Governance Assessment
- Independence and leadership: Palumbo’s status as Independent Chair, separation of Chair/CEO roles, and leadership of five executive sessions in 2024 support strong oversight and independent board voice—positive for investor confidence .
- Committee roles: As Sustainability Chair and Compensation Committee member, she influences ESG strategy and executive pay governance; Compensation Committee’s processes (independent consultant F.W. Cook, clawbacks, anti-hedging/anti-pledging, double-trigger CIC) reflect best practices .
- Ownership alignment: She meets director stock ownership/retention guidelines; hedging/pledging prohibited; no pledges reported—reduces alignment risk .
- Attendance and engagement: Meets at least 75% attendance threshold; full attendance at 2024 Annual Meeting; chair duties emphasize shareholder engagement—supporting board effectiveness .
- Conflicts and related-party exposure: Annual screening found no Related Person Transactions requiring disclosure for 2024; Compensation Committee reported no interlocks or insider participation issues—no evident conflict red flags .
- Shareholder rights reforms: Board proposals to declassify and remove supermajority voting indicate responsiveness to governance best practices—positive signal .
- Say-on-Pay: 2024 support at ~96.7% demonstrates investor alignment with pay structures; strengthens governance confidence .
RED FLAGS: None identified in 2024 for related-party transactions, pledging/hedging, or compensation committee interlocks; director equity is time-based without discretionary repricing; committee processes include clawbacks and independent advice .
Citations:
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