R. Colby Slaughter
Senior Vice President, General Counsel and Corporate Secretary at RAYONIER ADVANCED MATERIALS
Executive
About R. Colby Slaughter
Senior Vice President, General Counsel and Corporate Secretary of RYAM. Age 47; B.S. in Business Management from Brigham Young University and J.D. from the University of Virginia School of Law. Career progression: Senior Counsel at Rayonier Inc. (2013–2014), Senior Counsel at RYAM post spin (2014–2016), Assistant General Counsel (2016), elected Vice President, General Counsel and Corporate Secretary (Mar 21, 2020), and promoted to Senior Vice President, General Counsel and Corporate Secretary (Sept 1, 2022) . Company performance used to inform incentive pay: 2024 adjusted EBITDA rose 60% and one-year TSR was 104% (calendar 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rayonier Inc. | Senior Counsel | 2013–2014 | Legal leadership pre-spin supporting corporate matters |
| RYAM | Senior Counsel | 2014–2016 | Post-spin legal counsel continuity |
| RYAM | Assistant General Counsel | 2016–2020 | Elevated legal responsibilities |
| RYAM | Vice President, General Counsel & Corporate Secretary | 2020–2022 | Top legal officer; corporate secretary responsibilities (elected Mar 21, 2020) |
| RYAM | Senior Vice President, General Counsel & Corporate Secretary | 2022–Present | Executive leadership of legal and governance (elected Sept 1, 2022) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| K&L Gates LLP | Associate | 2007–2013 | Private practice; corporate legal experience |
No public company directorships or committee roles disclosed for Slaughter in the proxy .
Fixed Compensation
Multi-year summary:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Target Bonus (% of Salary) | 60% | 60% |
| Actual Annual Incentive ($) | 199,000 | 369,000 |
| Stock Awards – Grant-date FV ($) | 345,272 | 175,389 |
| All Other Compensation ($) | 15,524 | 62,476 |
| Total Compensation ($) | 959,796 | 1,006,865 |
2024 perquisites and employer contributions detail:
| Category | Amount ($) |
|---|---|
| 401(k) Plan company contributions | 13,800 |
| 401(k) Retirement contribution/Enhanced Match | 20,700 |
| Excess Savings Plan company contributions | 17,440 |
| Executive Physical | 9,062 |
| Miscellaneous | 1,474 |
| Financial/Tax planning services | 0 |
| Total “All Other Compensation” | 62,476 |
Policies:
- Limited perquisites; no tax gross-ups on perquisites .
- No stock options granted by the company since inception in 2014 .
Performance Compensation
Annual cash incentive – 2024 structure and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 166.4 | 208.0 | 249.6 | 211.5 | 53.7% of target |
| Adjusted Operating Cash Flow ($mm) | 20% | 53.7 | 67.1 | 87.2 | 97.2 | 40.0% of target |
| Strategic Objectives (Safety, Sustainability, Diversity) | 15% | Achieve 1 | Achieve 2 | Achieve 3 | Achieved 3 | 30.0% of target |
| Individual Objectives (Slaughter) | 15% | — | — | — | Assessed by Committee | 200% of target (Slaughter) |
Payout math (Slaughter):
- Company factor: 123.7%
- Individual factor: 200% on 15% slice → aggregate 153.7% of target; total payout $369,000 .
Long-term incentives – 2024 grants and design:
| Instrument | Metric(s) | Weight | Grant specifics | Vesting | Notes |
|---|---|---|---|---|---|
| PSUs | Relative TSR vs S&P SmallCap 600 Capped Materials Index; 3-year cumulative Adjusted EBITDA | 50% TSR / 50% EBITDA | 22,500 target units; threshold 6,750; max 45,000; grant-date FV $102,488 | 3-year cliff (3/1/2024–2/28/2027) | Equity price floor of $7 used to size units; closing price was $3.78 on 3/1/2024 |
| Performance Cash Units | Same as PSUs | 50% TSR / 50% EBITDA | $157,500 target; threshold $47,250; max $315,000 | 3-year cliff (3/1/2024–2/28/2027) | Cash component mitigates dilution |
| RSUs | Time-based | — | 19,286 units; grant-date FV $72,901 | 3-year cliff (vest on 3/1/2027) | Units sized using $7 floor |
Prior-cycle result:
- 2021 PSUs and Performance Cash (3/1/2021–2/28/2024) tied to relative TSR and Adjusted HPC Segment EBITDA Margin did not meet performance thresholds and were not earned for Slaughter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 78,557 shares (<1% of class) |
| Unvested RSUs (not counted as beneficial) | 52,910 shares (aggregate across grants) |
| Unearned PSUs outstanding at FY-end | 22,500 (EBITDA) and 22,500 (TSR); each shown at $185,625 market/payout value at $8.25 |
| RSUs outstanding at FY-end | 19,286 RSUs; $159,110 market value at $8.25 |
| Shares pledged | Prohibited by policy; none pledged by directors/executives |
| Ownership guideline | Senior Vice President: 2x base salary; retention until met |
| Compliance status | All executive officers in compliance as of Jan 1, 2025 |
| 2024 stock vested | 8,123 shares vested on Mar 1, 2024; value $30,705 (at $3.78) |
Insider trading/hedging controls:
- Strict anti-hedging and anti-pledging; short sales, options, collars, swaps prohibited; standing/limit orders only under approved Rule 10b5-1 plans .
Employment Terms
Severance framework and change-in-control (CIC) economics (Slaughter):
| Scenario | Cash Severance | Annual Cash Incentive Severance | Pension/401(k) Benefit | Medical/Welfare/Tax/Outplacement | Acceleration of Equity |
|---|---|---|---|---|---|
| Involuntary termination (Non-CIC) | 600,000 | 729,000 | — | 53,068 | 562,353 |
| CIC (no termination) | — | — | — | — | — |
| Double-trigger CIC (involuntary or good reason within 24 months) | 1,200,000 | 1,476,000 | 116,670 | 85,105 | 1,622,185 |
Plan mechanics and governance:
- CIC Severance Plan: double trigger; Tier I for Slaughter (2x base for CIC; see table), “best net” provision (no excise tax gross-up; greater of full benefits with tax or reduced to avoid tax) .
- Non-CIC Severance Plan: Slaughter Tier II (1.5x base+target bonus reflected in amounts; pro-rata as of 12/31/2024) .
- Equity treatment under CIC: time-based RSUs do not automatically vest; vest upon qualifying termination post-CIC; PSUs vest at target if <50% of performance period elapsed, or greater of target/actual if >50% elapsed at termination .
- Clawback policy compliant with NYSE/SEC; recovery of incentive comp upon certain restatements and for detrimental conduct .
Compensation Committee Analysis and Peer Benchmarking
- Independent consultant FW Cook engaged; no conflicts; Committee uses peer and market data (generally targets market median) .
- 2024 comparison peer group (14 companies) across specialty/commodity chemicals, paper/aluminum with revenue 1/3–3x of RYAM: AdvanSix, Ecovyst, Glatfelter, H.B. Fuller, Hawkins, Ingevity, Innospec, Koppers, Mercer International, Minerals Technologies, Quaker Chemical, Sensient Technologies, Stepan, Tredegar .
- 2024 Say-on-Pay approval 96.7% .
Investment Implications
- Pay-for-performance alignment: Annual bonus heavily tied to Adjusted EBITDA and cash generation; Slaughter’s 2024 payout factor was 153.7% reflecting both company overachievement and 200% on individual objectives . Long-term PSUs split 50/50 between relative TSR and 3-year Adjusted EBITDA, reinforcing equity-linked value creation; prior 2021 PSUs did not vest, indicating rigorous targets .
- Retention and CIC resilience: Double-trigger CIC terms with meaningful equity acceleration and 2x cash multiples provide retention through potential strategic events; absence of excise tax gross-ups and “best net” feature is shareholder-friendly .
- Alignment safeguards: Strict anti-hedging/pledging and stock ownership/retention guidelines (SVP: 2x salary; in compliance) mitigate misalignment and selling pressure; none pledged .
- Ownership scale: Direct beneficial ownership <1% and substantial unvested RSUs/PSUs create ongoing alignment but also future vesting supply; 2024 vest of 8,123 shares was modest vs outstanding awards .
Overall, Slaughter’s incentives are structured to reward cash earnings, deleveraging, and relative TSR over multi-year periods, with robust governance (clawbacks, no hedging/pledging, no option grants) and retention features that reduce transition risk while maintaining shareholder-friendly safeguards .