Whitney K. McGuire
About Whitney K. McGuire
Whitney K. McGuire, 54, is Vice President and Assistant General Counsel at RYAM. She joined RYAM in August 2018 as Associate General Counsel, was promoted to Assistant General Counsel in March 2020, and to her current role in January 2023; earlier, she practiced commercial litigation at Smith Hulsey & Busey (Oct 2010–Aug 2016) and began her career as a process engineer/manufacturing manager at Hoffmann-La Roche and Henkel Surface Technologies. She holds a Bachelor of Chemical Engineering (Georgia Tech) and a J.D. (Washington University in St. Louis) . As context for incentive alignment, RYAM’s 2024 performance included adjusted EBITDA up 60% and one-year TSR of 104% (calendar 2024), which underpinned strong pay-for-performance constructs in the executive program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RYAM | Associate General Counsel → Assistant General Counsel → VP & Assistant General Counsel | Aug 2018 → Mar 2020 → Jan 2023 | Legal leadership, governance/compliance support |
| Smith Hulsey & Busey | Shareholder (Commercial Litigation) | Oct 2010 – Aug 2016 | Litigation experience, legal risk management |
| Hoffmann‑La Roche | Process Engineer/Manufacturing Manager | N/A | Chemical process and operations grounding |
| Henkel Surface Technologies | Process Engineer/Manufacturing Manager | N/A | Manufacturing and chemical engineering expertise |
Fixed Compensation
Not individually disclosed for McGuire. RYAM’s program components for executive officers include base salary and an annual cash incentive; specifics (base pay and target bonus %) are provided for NEOs only and are not disclosed for other executive officers .
Performance Compensation
RYAM’s executive annual incentive plan is cash-based with company and individual objectives; long-term incentives use PSUs, performance cash, and RSUs with three‑year cliff vesting. McGuire, as an executive officer, is subject to these constructs; company performance metrics and outcomes for 2024 are:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 166.4 | 208.0 | 249.6 | 211.5 | 53.7% of target component |
| Adjusted Operating Cash Flow ($mm) | 20% | 53.7 | 67.1 | 87.2 | 97.2 | 40.0% of target component |
| Strategic Objectives (Safety, Sustainability, Diversity) | 15% | 1 objective | 2 objectives | 3 objectives | Achieved 3 | 30.0% of target component |
| Individual Objectives | 15% | N/A | N/A | N/A | Individual assessment | Applied per executive |
Program design and metric definitions: Adjusted EBITDA 50%, Adjusted Operating Cash Flow 20%, strategic objectives 15%, and individual objectives 15%; payouts are capped at 200% of target, with straight‑line interpolation between thresholds . Long‑term incentives: PSUs (relative TSR vs S&P SmallCap 600 Capped Materials Index and cumulative adjusted EBITDA), performance cash (same metrics), and RSUs (time-based), all with three-year cliff vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares held after 03/01/2025 vest | 20,067 common shares (after net share settlement for taxes) |
| RSUs converted to common | 9,115 RSUs converted on 03/01/2025 (code M) |
| Tax withholding (in-kind) | 2,703 shares withheld on 03/01/2025 (code F at $7.70) |
| New RSU award and vesting | 4,871 RSUs awarded 03/01/2025, scheduled vest/expires 03/01/2028 (three-year cliff) |
| Stock ownership guidelines | VP level required to hold RYAM stock equal to 1x base salary within five years; executives must retain shares until in compliance |
| Compliance status (executives) | As of Jan 1, 2025, each executive officer was in compliance with stock ownership and retention guidelines |
| Anti‑hedging/anti‑pledging | Hedging, short sales, options, collars, swaps, exchange funds, and pledging are prohibited for officers/directors (including margin accounts) |
Notes: RYAM has not granted stock options since inception; equity compensation relies on PSUs, RSUs, and performance cash, reducing option‑related repricing risk .
Employment Terms
| Provision | Terms |
|---|---|
| Non‑CIC severance plan | Applies to VP and above; 9–24 months of base salary plus target annual cash incentive depending on tier; triggered upon involuntary termination other than for cause |
| CIC severance plan | For NEOs and other eligible executives designated by the Compensation Committee; double‑trigger (involuntary termination or good reason within 24 months of CIC); multiples of base pay and bonus per tier; “best‑net” cutback with no excise tax gross‑ups |
| Equity vesting on CIC | Double‑trigger vesting; RSUs/time‑based awards vest upon qualifying termination post‑CIC; PSUs vest at target if ≤50% of performance period elapsed, or greater of target/actual if >50% elapsed |
| Clawbacks | Dodd‑Frank compliant clawback for restatements plus “detrimental conduct” recovery terms in annual supplemental agreements |
Individual tier/multiple for McGuire is not disclosed; tables in the proxy model potential payments for NEOs only .
Investment Implications
- Compensation alignment: McGuire’s incentives are tied to profitability (Adjusted EBITDA), cash generation (Adjusted Operating Cash Flow), and strategic/individual objectives, consistent with 2024 outcomes and RYAM’s 60% adjusted EBITDA increase and 104% one‑year TSR, supporting retention and performance alignment .
- Selling pressure: Reported insider activity shows RSU conversion and tax withholding (codes M and F) with no open‑market sales; next vest expected March 2028 for the 4,871 RSUs, implying low direct selling pressure absent separate sales filings .
- Alignment safeguards: Strict anti‑hedging/anti‑pledging policy and executive ownership/retention requirements (VP 1x salary) reduce misalignment risk; executives were in compliance as of Jan 1, 2025 .
- Retention/transition risk: Double‑trigger CIC economics and VP‑level severance benefits mitigate turnover risk during strategic change; absence of individual tier disclosure adds uncertainty to precise severance magnitude .
- Governance and say‑on‑pay: 2024 say‑on‑pay approval of ~96.7% and established peer group benchmarking (FW Cook) indicate robust shareholder‑aligned compensation governance .
Data gaps: Base salary, target bonus %, and individual incentive outcomes for McGuire are not disclosed; analysis relies on program design and company‑level metrics.