Description of Rayonier Advanced Materials Inc. 2023 Equity Incentive Program Design
Contract Categories:
Human Resources
- Bonus & Incentive Agreements
EX-10.24 6 ex10242023equityincentivep.htm EX-10.24 Document
RYAM
2023 Equity Incentive Program Design
Executive Officers (Grades E3 and above)
•30% of the award value is granted in Restricted Share Units with a three-year cliff vesting.
•35% of the award value is granted in Performance Shares with a three-year measurement period.
•35% of the award value is granted in Performance Cash with a three-year measurement period (based on the same measures as the Performance Shares).
•The performance measures will be based on two components: 1) relative TSR as shown below in the table which carries a 50% weighting and 2) three-year cumulative Adjusted EBITDA metric which carries a 50% weighting. Actual results will be interpolated within the ranges in the associated tables.
•If RYAM’s absolute three-year TSR is negative, payouts for the TSR component would be capped at 100% unless RYAM’s relative TSR is above the 75th percentile of the peer group at which time the cap would become 150%;
•The Compensation Committee will have discretion as allowed for in the Equity Incentive Plan to consider special items and make appropriate adjustments at the end of each measurement period.
Senior Executives (Grades E1, E2 and M5)
•50% of the award value is granted in Restricted Share Units with a three-year cliff vesting.
•25% of the award value is granted in Performance Shares with a three-year measurement period.
•25% of the award value is granted in Performance Cash with a three-year measurement period.
•Performance will be measured on the same terms as the Executive Officers as described above
Non-Executive Participants (Grades P5, P6 and M3 through M4)
•70% of the award value is granted in Restricted Share Units with a three-year cliff vesting.
•15% of the award value is granted in Performance Shares with a three-year measurement period.
•15% of the award value is granted in Performance Cash with a three-year measurement period.
•Performance will be measured on the same terms as the Executive Officers as described above
Objectives
Management recommends that two metrics for the 2023 program: Three-year cumulative adjusted EBITDA (2023, 2024, and 2025) with a 50% weighting and Relative Total Shareholder Return over the three-year period with a 50% weighting. The specific objectives and payout ranges are as follows with the three-year cumulative Adjusted EBITDA objective as submitted and approved by the Board in the Long Range Plan.
Adjusted EBITDA for FY2023, 2024, and 2025 (50% Weight)
| Threshold | Target | Maximum | |||||||||
| Three-year cumulative Adjusted EBITDA | $585M | $670M | $805M | ||||||||
| Payout Range | 30% | 100% | 200% | ||||||||
Relative TSR (50% Weight)
| Relative Performance | Payout | |||||||
| Max | 75P | 200% | ||||||
| Target | 50P | 100% | ||||||
| Thresh. | 25P | 30% | ||||||
Peer Group
Management recommends that the S&P SmallCap 600 Capped Materials Index continue to be used as it is an unbiased means of picking a comparison group. Total Shareholder Return (“TSR”) measurement period will be March 1, 2023 through February 28, 2026 of the three-year program period.
Share Price
The price on the day of grant will be used to calculate the share units granted.
