Michael D. Osborne
About Michael D. Osborne
Michael D. Osborne, age 57, serves as Vice President, Manufacturing at RYAM, joining the company on April 10, 2023. He holds a B.S. in Chemistry (University of Southern Mississippi), an M.S. in Chemical Engineering (Georgia Institute of Technology), and an MBA (University of Southern Mississippi) . Company performance outcomes tied to executive pay include a one-year total shareholder return of 104% in calendar 2024 and a 60% increase in adjusted EBITDA, framing a pay-for-performance context for 2024 incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kraton Corporation | Vice President, Manufacturing | 2022–Apr 2023 | Oversaw production activities, safety performance, and operational improvements across global facilities . |
| Kraton Corporation | Director, Global Manufacturing | 2019–2022 | Directed initiatives to enhance plant efficiency, reliability, and quality; oversaw daily production across sites . |
| Kraton Corporation | Director, Global Engineering | 2015–2019 | Managed major capital projects, technology upgrades, and process improvements . |
| Arizona Chemical | Senior Plant Manager | 2012–2015 | Supervised day-to-day plant operations and optimized production processes . |
| Arizona Chemical | Operations Manager | 2011–2012 | Managed plant operations and process optimization . |
External Roles
No public company board roles, committee positions, or other external directorships disclosed in RYAM filings for Osborne .
Fixed Compensation
Multi-year cash and equity summary for Osborne:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $273,438 | $400,000 |
| Target Bonus (% of Base) | 60% (unchanged from prior year) | 60% |
| Actual Annual Incentive (Non-Equity Incentive Plan) ($) | $112,000 | $333,000 |
| Bonus ($) | $424,815 | — |
| All Other Compensation ($) | $131,263 | $52,422 |
| Salary+Bonus as % of Total Comp | — | 42% |
Perquisites and company contributions (2024):
| Category | Amount ($) |
|---|---|
| Financial/tax planning services | $288 |
| 401(k) company contributions | $13,800 |
| 401(k) retirement contribution/enhanced match | $20,700 |
| Excess Savings Plan company contributions | $12,220 |
| Executive physical | $4,150 |
| Miscellaneous | $1,264 |
| Total | $52,422 |
Performance Compensation
2024 Annual Cash Incentive structure and outcomes for Osborne:
| Component | Weight | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 208.0 | 211.5 | 53.7% | Straight-line between threshold (166.4) and max (249.6) . |
| Adjusted Operating Cash Flow ($mm) | 20% | 67.1 | 97.2 | 40.0% | Straight-line between threshold (53.7) and max (87.2) . |
| Strategic Objectives (Safety, Sustainability, Diversity) | 15% | Achieve 2 | Achieved 3 | 30.0% | Max achieved. |
| Individual Objectives (Osborne) | 15% | 100% of target | 100% of target | 15.0% | Committee determination. |
| Aggregate Corporate Metric Payout | — | — | — | 123.7% | Weighted sum of corporate measures. |
| Total Approved Cash Payout ($) | — | — | — | — | $333,000 (138.7% of target on $240,000 base-linked target) . |
Long-term incentives (2024 program; three-year performance/vesting):
| Instrument | Allocation ($) | Share/Unit Count | Fair Value ($) | Performance/Vesting |
|---|---|---|---|---|
| PSUs | $157,500 | Target 22,500; Max 45,000 | $102,488 | 50% Relative TSR vs S&P SmallCap 600 Capped Materials; 50% Cumulative Adjusted EBITDA; period 3/1/2024–2/28/2027 . |
| Performance Cash Units | $157,500 | — | Target $157,500; Max $315,000 | Mirrors PSU metrics; three-year cliff vest . |
| RSUs | $135,000 | 19,286 | $72,901 | Time-based, three-year cliff; vests 3/1/2027 . |
PSU payout curve (Relative TSR):
| Performance Level | TSR Percent Rank | Earned % of Target |
|---|---|---|
| Below Threshold | <25th percentile | 0% |
| Threshold | 25th percentile | 30% |
| Target | 50th percentile | 100% |
| Maximum | ≥75th percentile | 200% (capped at 100% if absolute TSR negative; 150% if >75th with negative TSR) . |
Stock awards vested (2024):
| Date | Shares | Value ($) | Basis |
|---|---|---|---|
| 4/10/2024 | 26,270 | $120,579 | 2022 RSUs granted upon joining RYAM; valued at $4.59 per share . |
Equity Ownership & Alignment
Beneficial ownership as of March 17, 2025:
| Holder | Common Shares Beneficially Owned | Exercisable Options | Total | % of Class |
|---|---|---|---|---|
| Michael D. Osborne | 19,873 | — | 19,873 | * (below 1%) |
Outstanding unvested RSUs and unearned PSUs at December 31, 2024 (values at $8.25):
| Grant Date | RSUs Unvested (#) | Market Value ($) | PSU Unearned (#) | Market/Payout Value ($) | Vesting/Performance Period |
|---|---|---|---|---|---|
| 4/10/2023 | 26,270 | $216,728 | — | — | RSUs vest 3-year cliff . |
| 5/17/2023 | 12,515 | $103,249 | 14,602; 7,301 | $120,467; $60,233 | PSUs 36-month performance . |
| 3/1/2024 | 19,286 | $159,110 | 22,500; 22,500 | $185,625; $185,625 | RSUs vest 3/1/2027; PSUs conclude 2/28/2027 . |
Ownership guidelines and alignment:
- Stock ownership guideline for Vice President: 1× base salary; executives restricted from selling company stock prior to meeting guideline (except for tax withholding on vesting) .
- Compliance: As of January 1, 2025, all executive officers are in compliance with ownership and retention guidelines .
- Anti-hedging and anti-pledging: Hedging and pledging of company stock are prohibited; none are permitted to pledge, and to the company’s knowledge none have pledged shares .
Deferred compensation (2024):
- Executive contributions: $1,500; Registrant contributions: $12,220; Aggregate earnings: $873; Aggregate balance at year-end: $46,594 .
Employment Terms
Severance and change-in-control (CIC) economics (as of 12/31/2024):
| Scenario | Cash Severance ($) | Annual Cash Incentive Severance ($) | Pension/401(k) Benefit ($) | Medical/Welfare/Tax/Outplacement ($) | Accelerated Equity ($) |
|---|---|---|---|---|---|
| Involuntary termination (Non-CIC; Tier II) | $600,000 | $693,000 | — | $53,405 | $216,728 |
| CIC double-trigger (Tier II) | $800,000 | $999,000 | $80,390 | $70,821 | $1,152,647 |
Key terms:
- CIC plan uses double trigger; Tier II multiple for Osborne; PSUs vest at target if <50% of performance period elapsed at termination, or at greater of target/actual if >50% elapsed .
- No excise tax gross-ups; “best net” approach applies (maximize net-of-tax) .
- Clawback policy compliant with NYSE/SEC and extended for detrimental conduct in long-term incentive agreements .
Compensation Structure Notes
- 2024 target pay mix for non-CEO NEOs emphasized at-risk compensation; Osborne’s 2024 base salary increased to $400,000 (+6.7%) to maintain market competitiveness .
- 2024 target bonus percentage remained at 60% of base salary .
- 2024 LTI allocations: PSUs 35%, Performance Cash 35%, RSUs 30%; RSU/PSU share counts used a $7 price floor to manage share usage, reducing grant-date value by ~46% .
Compensation peer group and benchmarking:
- 2024 peer group included 14 companies (AdvanSix, Ecovyst, Glatfelter, H.B. Fuller, Hawkins, Ingevity, Innospec, Koppers, Mercer International, Minerals Technologies, Quaker Chemical, Sensient Technologies, Stepan, Tredegar); Venator Materials was removed; Mercer International added .
- Target market reference: 50th percentile; independent consultant FW Cook advises .
Say-on-Pay outcome:
- 2024 advisory vote approval: ~96.7% “For” .
Investment Implications
- Pay-for-performance alignment: Osborne’s 2024 annual incentive paid at 138.7% of target, driven by strong operating cash flow and achieving all strategic objectives, consistent with company-level TSR (104%) and adjusted EBITDA growth (+60%) in 2024 . This supports incentives tied to profitability and cash generation.
- Vesting calendar and potential selling pressure: Upcoming RSU vesting at 5/17/2026 (12,515 shares) and 3/1/2027 (19,286 shares); PSUs conclude 2/28/2026 and 2/28/2027 with potential payouts up to 200% of target, subject to performance. Retention rules limit discretionary sales until ownership guidelines met, mitigating near-term selling pressure signals .
- Event risk profile: CIC double-trigger benefits modest (Tier II); potential accelerated equity value ~$1.15 million under CIC suggests alignment and downside protection without tax gross-ups; robust clawbacks and anti-hedging/pledging reduce governance risk .
- Ownership alignment: Beneficial ownership is modest (19,873 shares, <1%), but unvested RSUs/PSUs provide increasing exposure; strict ownership, retention, and anti-pledging policies reinforce long-term alignment .