RAYONIER ADVANCED MATERIALS INC. 8-K

What Happened Rayonier Advanced Materials Inc. (filed on Jan 5, 2026) announced that Scott Sutton was appointed Chief Executive Officer and President, and added to the Board as a Class III director, effective January 5, 2026. Sutton, age 61, succeeds De Lyle W. Bloomquist, who will retire as CEO and director effective January 5, 2026 and will serve as an Advisor to the CEO through May 13, 2026 to support the transition. Sutton’s background includes serving as President & CEO of Olin Corporation (2020–2024), COO of Celanese Corporation (2017–2019), and roles at Prince International Corporation; he has served on the boards of Celanese and OPAL Fuels since 2025.

Key Details

• Base salary and cash bonus: Sutton will receive an annual base salary of $1,000,000 and is eligible for the company’s Annual Cash Incentive Program with a target bonus equal to 100% of base salary (payout range 0–200% of target).
• Long-term pay: Commencing March 2026, Sutton’s equity grant has a grant-date value of $3,300,000 (2026 mix: 30% RSUs, 35% PSUs, 35% PCUs).
• Sign-on and inducement: $225,000 sign-on/relocation payment plus a special PSU inducement award (three-year performance period) with threshold 375,000 PSUs, target 750,000 PSUs, and maximum 1,500,000 PSUs. Vesting of the inducement PSUs depends on the highest average closing price over any 60 consecutive trading days during the three-year period: below $15 = 0; $15 = threshold; $30 = target; $45+ = maximum, with straight-line interpolation between levels. Shares issued on vesting subject to a one-year post-vesting holding requirement.
• Bloomquist transition: Bloomquist will continue employed as Advisor through May 13, 2026 (unless earlier terminated), will receive continued base salary, remain eligible for his 2025 cash incentive, and will be eligible for the 2026 annual cash incentive at target (but will not receive new 2026 equity awards). The offer letter and Retirement and Transition Agreement will be filed as exhibits to the company’s 10-K and incorporated by reference.

Why It Matters This 8-K reports a material leadership change at the CEO level and discloses the compensation framework for the new CEO—information investors use to assess management direction and executive incentives. The sizable performance-based PSU inducement ties a large portion of potential compensation to sustained stock-price performance over three years, while the base salary, target bonus, and long-term award amounts indicate the company’s financial commitment to attracting experienced chemical/materials-industry leadership. The announced transition arrangement also provides for continuity through mid-May 2026, which may ease operational disruption during the leadership handoff.