Business Context and Reporting Period
This Form 8-K Current Report, dated June 22, 2026, pertains to Rayonier Advanced Materials Inc. (NYSE: RYAM). The filing primarily addresses a significant change in corporate leadership and governance, specifically the appointment of a new Chief Executive Officer and President, and the dissolution of the interim Office of the CEO.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Appointment: Effective June 22, 2026, Daniel M. Krawczyk was appointed as Chief Executive Officer and President.
- Board Composition: Mr. Krawczyk was simultaneously appointed as a Class III director, filling an existing vacancy with a term expiring at the 2029 annual meeting.
- Leadership Structure: The interim Office of the CEO, previously comprising the CFO, VP of Manufacturing, SVP of Biomaterials, and General Counsel, has been disbanded. These executives will continue in their prior roles under Mr. Krawczyk's leadership.
Compensation, Outlook, and Risks
Compensation Arrangements
The filing details a comprehensive compensation package for Mr. Krawczyk:
- Base Salary: $1,000,000 annually.
- Annual Cash Incentive: Target bonus of 100% of base salary (potential payout 0% to 200%). The 2026 bonus is prorated.
- Long-Term Incentives (LTI): Grant date value of $3,300,000, split into Restricted Stock Units (30%), Performance Share Units (35%), and Performance Cash Units (35%). Vesting occurs over a three-year period.
- Sign-on Bonus: $750,000 paid in three installments over the first year, subject to clawback provisions for cause or resignation without good reason within two years.
- Inducement Award: Leveraged Performance Units (LPUs) with a target value of $1,750,000. Vesting is contingent on share price growth over three years (threshold 25%, target 50%, maximum 100%).
Risks and Contingencies
The compensation package includes standard risk mitigation clauses, including clawback provisions for the sign-on bonus and specific vesting/payout treatments for terminations and change-in-control events. The filing notes that the offer letter is not complete and refers to an exhibit to be filed in the subsequent 10-Q.
Investor Verification Checklist
- Verify the full text of the offer letter and the 2026 Long-Term Incentive Program terms when filed as an exhibit to the Form 10-Q for the quarter ending June 27, 2026.
- Confirm the specific performance metrics and calculation methodology for the Leveraged Performance Units (LPUs) and Performance Share Units (PSUs).
- Review the press release (Exhibit 99.1) for additional strategic context regarding the leadership transition.
- Monitor future filings for the impact of the new leadership on the company's operational strategy and financial guidance.