Rayonier Advanced Materials Announces Additional Corporate Governance Enhancements
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Rayonier Advanced Materials Inc. (NYSE:RYAM) announced that the Company’s Board of Directors will nominate and appoint two new independent directors to the Board. The Board will nominate David C. Mariano as a Class III Director, along with Paul Boynton and De Lyle W. Bloomquist, at the upcoming 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The Board will also appoint Ivona Smith as a Class II Director at the conclusion of the Annual Meeting. In addition, longtime directors C. David Brown and Mark Gaumond have announced that they are planning to retire from the Board, effective as of the Annual Meeting.
“We look forward to having both David and Ivona join our Board,” said Paul Boynton, Chairman, President and Chief Executive Officer. “We expect to benefit from David’s expertise in the cellulose specialties business, as a successful investor, as a strategist, and as a current significant stockholder in our company. Ivona has a proven track record as an investment professional and fund manager with significant knowledge and insights regarding the financial community. Their decades of relevant experience and perspectives will be invaluable to the Company as we execute on our strategic priorities and continue the Board’s efforts to build value.”
Mr. Boynton added, “We greatly appreciate the dedicated service, insights and guidance from both David and Mark over the past six years, and we wish them all the best in the future.”
The Board also announced today that it will separate the roles of Chairman and CEO, effective immediately after the Company’s Annual Stockholder Meeting in May. The Board will name a non-executive Chairman immediately after the Annual Meeting. In connection with these changes, the Board will discontinue the role of Independent Lead Director. Mr. Boynton, who currently serves as Chairman, will continue in his role as President and CEO, and as a director of the Company.
Mr. Boynton concluded, “The steps we are taking today, in addition to our previously announced proposals to declassify the Company’s Board and to eliminate supermajority voting requirements from our governance structure, further underscore our commitment to strong corporate governance practices and proactive Board refreshment. Today’s announcements reflect the results of our engagement with our stockholders and their valued feedback. We will continue to regularly review our Board’s expertise, skills and experience as we execute on our strategic priorities to improve profitability and drive sustained value creation.”
In conjunction with today’s announcement, the Company also announced that it has entered into an agreement with Ortelius Advisors, L.P. (“Ortelius”), which currently owns approximately 5.2% of the Company’s outstanding shares. As part of the agreement, Ortelius has agreed to vote in favor of all of the Company’s nominees at the upcoming Annual Meeting. Additional information about today’s announcement will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission.
Peter DeSorcy, Managing Member and Chief Investment Officer of Ortelius, said, “We are pleased to have worked collaboratively with the Board and management team to reach this agreement. We are confident that the additions of David and Ivona to the Rayonier Advanced Materials Board will advance the Company’s efforts to enhance stockholder value.”
Centerview Partners LLC is serving as Rayonier Advanced Materials’ financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Polsinelli PC is serving as counsel to Ortelius.
Since 2011, Mr. Mariano has been Managing Director of DCM Capital, a private investment firm with holdings in the equity and debt of public and private companies. From 1998 to 2011, prior to founding DCM Capital, he was Managing Partner of Wellspring Capital Management, a registered investment advisor focusing on turnaround and restructuring opportunities in a range of industries. From 2006 to 2011, Mr. Mariano served as Executive Chairman of the Board of Neucel Specialty Cellulose, a manufacturer and seller of dissolving wood pulp products, including high purity specialty cellulose and viscose pulps, and in that role he gained extensive experience in operations and building customer relationships in the markets served by Neucel. Since the sale of Neucel in 2011, Mr. Mariano has been a consultant, advisor and investor involving many companies in the dissolving wood pulp industry. During his tenure at Wellspring, Mr. Mariano also served on the boards of several of its portfolio companies, including Paragon Trade Brands, Residential Services Group and Home Décor. Prior to his career at Wellspring, Mr. Mariano was a Managing Director at the Blackstone Group and a Senior Manager at Ernst & Young. Born and raised in Manila in the Philippines, Mr. Mariano holds a bachelor’s degree in economics from Gustavus Adolphus College and an MBA from Duke University.
Ms. Smith is an advisor at Drivetrain LLC, an independent fiduciary services firm. She has over 25 of experience in the financial services industry, providing financial and investment advisory services and acting as portfolio manager and managing director at various investment management and advisory firms, including Restoration Capital Management LLC, a hedge fund that she co-founded in 2001. She also previously served as Managing Director, Fair Oaks Capital LP, Co-Portfolio Manager Tribeca Investments, LLC, a subsidiary of Citigroup/Traveler’s, and as an Analyst and Financial Consultant at various firms, including Kidder Peabody and Ernst and Young. Ms. Smith previously served as an independent director of ITN Networks LLC. Ms. Smith holds a bachelor’s degree in finance from Fordham University and an MBA from NYU Stern School of Business.
