RAYONIER INC
For the period ended May 15, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 2, 2025
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Notice of Annual Meeting of Shareholders and Proxy Statement or in other documents published on our website at www.rayonier.com. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement. We encourage you to read this Notice of Annual Meeting of Shareholders and Proxy Statement in its entirety before voting. Throughout, the terms “we,” “us,” “our,” “the Company,” and “Rayonier” refer to Rayonier Inc.
2025 ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME | PLACE | RECORD DATE | |||
| Thursday, May 15, 20252:00 p.m. (Eastern Time) | 1 Rayonier WayWildlight, Florida 32097 | March 14, 2025Shareholders of record at the close of business on March 14, 2025 are entitled to vote |
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| HOW TO VOTE | INTERNET | TELEPHONE | MOBILE DEVICE | AT THE MEETING | |
|---|---|---|---|---|---|
| Stockholder of Record (Registered Holders) | Go towww.proxyvote.com24/7 | Call 1-800-690-6903 (toll-free) | Scan the QR code | If you received a printed copy of annual meeting materials, complete, sign, date and mail your proxy card in the postage-paid envelope | Attend the annual meeting and cast your ballotSee page 52 for details |
| Beneficial Owners(Holdersin Street Name) | Follow the instructions provided by your broker, bank or other nominee | Return a properly executed voting instruction form by mail, depending upon the methods your broker, bank or other nominee makes available | To attend the annual meeting, you will need proof of ownership and a legal proxy from your broker, bank or other nominee | ||
| Deadline | 11:59 p.m. Eastern Time on May 14, 2025, if you are a registered holder, and 11:59 p.m. Eastern Time on May 12, 2025 if you hold shares in the Rayonier Investment and Savings Plan for Salaried Employees | If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee | |||
| 2025 Proxy Statement | 1 |
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ABOUT OUR COMPANY
| 99 | 2.5M | $2.3B | 2nd | ~4201 |
| years in business | acres | acquisitions since 2014 | largest timber REIT | employees |
|---|---|---|---|---|
| Rayonier Inc. is a leading timberland real estate investment trust (REIT) that currently owns, leases or manages approximately 2.5 million acres located in some of the strongest timber markets and most productive softwood timber growing regions throughout the United States and New Zealand. Rayonier was founded in 1926 in Shelton, Washington and today is headquartered in Wildlight, Florida. We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, cash flow generation from harvesting activities, and responsible environmental stewardship. Furthermore, our team collaborates to assess opportunities to execute rural and recreational HBU property sales, entitle land for real estate development, and/or provide land-based solutions — including solar leases, carbon capture and storage leases, carbon offsets, and fiber for bioenergy. | ||||
OUR PORTFOLIO
| U.S. SOUTH | U.S. PACIFIC NORTHWEST | NEW ZEALAND |
|---|---|---|
| •1.75 Million Acres•6.5-6.9 Million Tons Sustainable Yield•67% Planted/Plantable | •308 Thousand Acres•0.90-1.05 Million Tons Sustainable Yield•78% Planted/Plantable | •412 Thousand Acres•2.4-2.7 Million Tons Sustainable Yield•70% Planted/Plantable |
2024 PERFORMANCE HIGHLIGHTS
| $359.1MNet Income Attributableto Rayonier | $2.39EPS | $369.0MNet Income | $261.6MCash Provided byOperating Activities |
|---|---|---|---|
| $69.9M*Pro Forma Net Income | $0.47*Pro Forma EPS | $298.8M*Adjusted EBITDA | $183.7M*CAD |
We were pleased to finish the year with strong fourth quarter financial results, which allowed us to deliver total full-year Adjusted EBITDA* of $298.8 million versus $296.5 million in the prior year. We had extraordinarily strong results in our Real Estate segment during the fourth quarter, which resulted in full-year Adjusted EBITDA from the segment of $106.8 million. Meanwhile, our Southern Timber, Pacific Northwest Timber, and New Zealand Timber segments posted full-year Adjusted EBITDA of $151.3 million (down from $156.2 million in the prior year), $25.4 million (down from $27.9 million in the prior year), and $53.8 million (up from $50.0 million in the prior year), respectively.
Full-year operating income was $402.5 million versus $211.3 million in the prior year. Full-year 2024 operating income included $291.1 million of income from Large Dispositions, $1.6 million of costs related to disposition initiatives, and $1.1
1 Statistic excludes the impact of the workforce optimization initiative.
| 2 | Rayonier Inc. |
million of restructuring charges. Full-year cash provided by operating activities was $261.6 million versus $298.4 million in the prior year period. Full-year cash available for distribution* (CAD) was $183.7 million, which increased $19.8 million versus the prior year period due to lower cash interest paid (net), higher Adjusted EBITDA,* and lower capital expenditures, partially offset by higher cash taxes paid.
We further advanced several important strategic initiatives throughout the year, including growing our Land-Based Solutions business, accelerating value creation in our Real Estate business, and demonstrating significant progress on our disposition and capital structure realignment plan. To date, we’ve closed on roughly $737 million of dispositions (~74% of our $1 billion target), which has allowed us to meaningfully reduce leverage and return over $110 million of capital to shareholders in the form of special cash dividends and share repurchases.
*Reconciliation of these non-GAAP financial measures can be found in Appendix B.
OUR STRATEGIC PRIORITIES
| OWN HIGH-QUALITY TIMBERLANDS, MANAGED WITH A LONG-TERM MINDSET | •Manage our timberlands to maximize net present value over the long-term•Properly balance biological growth, harvest cash flow and responsible stewardship |
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| ACTIVE PORTFOLIO MANAGEMENT | •Conduct intensive analysis and due diligence to evaluate risks and upside potential•Continually upgrade our portfolio through selective acquisitions and dispositions |
| OPTIMIZE PORTFOLIO VALUE THROUGH DIFFERENTIATED REAL ESTATE PLATFORM | •Identify and monetize lands where premium valuations can be achieved•Selectively pursue entitlements and improvements to enhance long-term value |
| UNLOCK ASSET POTENTIAL THROUGH LAND-BASED SOLUTIONS | •Provide innovative solutions that support the transition to a low-carbon economy•Engage in lease agreements and other transactions that increase cash flow |
| PURSUE NIMBLE APPROACH TO CAPITAL ALLOCATION | •Employ a flexible approach with a view towards building long-term value per share•Evaluate a range of capital allocation alternatives and opportunistically pivot priorities |
| EMPLOY BEST-IN-CLASS STEWARDSHIP AND DISCLOSURE PRACTICES | •Maintain an ongoing commitment to responsible stewardship and sustainable forestry•Provide transparent disclosures and data regarding our long-term sustainability |
THIRD-PARTY FOREST CERTIFICATIONS
We are dedicated to meeting the highest standards of sustainable forestry established by the Sustainable Forest Initiative® (SFI®), the Forest Stewardship Council® (FSC®), and the Programme for the Endorsement of Forest Certification™ (PEFC™). These voluntary certification programs each consist of a rigorous and comprehensive set of sustainability principles, objectives and performance measures.
Our 2.5 million acres of timberland are managed to these certification standards, and our compliance is periodically evaluated through independent third-party audits. In the U.S., 95% of our timberlands are certified to SFI, and in New Zealand, 94% of our timberlands are certified to FSC and PEFC.
Rayonier uses an internal Environmental Management System (EMS) to monitor our compliance with third-party certification standards, state-specific forest practice rules and best management practices. This EMS includes extensive employee training and a rigorous internal audit process. Our Senior Leadership Team has ultimate responsibility for our EMS and annually reviews our performance against forest certification standards, governmental regulations and internal benchmarks.
See our latest SFI audit results, and FSC and PEFC public reports, linked in our latest Sustainability Report. The information contained in the Sustainability Report is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.
| 2025 Proxy Statement | 3 |
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SHAREHOLDER ENGAGEMENT
We value shareholder engagement. Each year we interact with and seek input from our shareholders through various shareholder outreach initiatives. These engagement activities help us to better understand our shareholders' views and perspectives.
| HOW WE ENGAGE | •In-person and telephonic meetings•Investor conferences•Our annual shareholder meeting•Periodic investor days and "teach-in" sessions |
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| ENGAGEMENT IN 2024 | •Conducted an Investor Day on February 28th •Participated in numerous investor conferences/summits, calls, and virtual meetings•Held our annual shareholder meeting•Hosted investor meetings with our Board Chair |
| KEY TOPICS OF DISCUSSION | •Financial performance•Business strategy and capital allocation priorities•Governance matters, including leadership succession•Various sustainability-related topics, including our Carbon and Sustainability Reports |
Our Investor Relations department is the point of contact for shareholder interaction with the Company. Shareholders may also access information about the Company in the Investor Relations section of our website (www.rayonier.com).
CORPORATE GOVERNANCE HIGHLIGHTS
Rayonier’s commitment to good corporate governance is integral to our business. Key elements of our governance practices are below:
| Shareholder Interests | ü | Annual election of directors | ü | Majority voting of all directors | ü | Single class of voting shares |
|---|---|---|---|---|---|---|
| ü | 8 of 9 director nominees are independent | ü | All members of Board committees (AC, CC and NC) are independent | ü | Stock ownership requirements for directors and executives | |
| Board Effectiveness& Leadership | ü | Annual review of Board skills, characteristics and experience | ü | Annual Board member independence evaluations | ü | Annual Board self-assessment to ensure effectiveness |
| ü | Diverse Board composition | ü | Separation of Board chairman and CEO | ü | All directors attended more than 75% of meetings in 2024 | |
| ü | Regular executive sessions of independent directors and committees | ü | Comprehensive Code of Conduct and Corporate Governance Guidelines | ü | Board oversight of sustainability and commitment to corporate social responsibility | |
| CompensationPolicies | ü | Pay-for-performance philosophy with focus on long-term value creation | ü | Compensation “clawback” policy | ü | Policy prohibiting hedging or pledging of shares by executives or directors |
| ü | Regular engagement with independent compensation consultant | ü | Majority of Board compensation consists of stock | ü | Performance share awards capped if TSR is negative |
| 4 | Rayonier Inc. |
Our Board of Directors (“Board”) recommends that you vote “FOR” each of the director nominees.
Important information about the experience, qualifications, attributes and skills of each of our director nominees can be found beginning on page 9.
OUR BOARD OF DIRECTORS
| NAME AND PRINCIPAL OCCUPATION | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | COMMITTEE MEMBERSHIP |
|---|---|---|---|---|---|
| AUDIT · COMPENSATION & MANAGEMENT DEVELOPMENT · NOMINATING & CORPORATE GOVERNANCE | |||||
| Scott R. JonesRetired President, Forest Capital Partners | 66 | 2014¶ | — | ||
| Keith E. BassCEO, Mattamy Homes US; Managing Partner, Mill Creek Capital LLC | 60 | 2017 | 1 | ||
| Gregg A. GonsalvesAdvisory Partner, Integrated Capital LLC | 57 | 2022 | 1 | ||
| V. Larkin MartinManaging Partner, Martin Farm; Vice President, The Albemarle Corporation | 61 | 2007 | — | ||
| Mark D. McHughPresident and CEO, Rayonier Inc. | 49 | 2024 | — | ||
| Meridee A. MooreSenior Managing Member and Chief Investment Officer, Watershed Asset Management, LLC | 67 | 2021 | — | ||
| Ann C. NelsonRetired Lead Audit Partner, KPMG LLP | 65 | 2020 | 1 | ||
| Matthew J. RiversRetired Forestry Advisor, Drax Group | 67 | 2021 | — | ||
| Andrew G. WiltshirePrincipal in the management and governance of a private orchard, farming, and forestry company located in New Zealand | 67 | 2015 | — | ||
| MEETINGS IN 2024 | BOARD—12 | 9 | 6 | 4 | |
| Committee Chair | Committee Member | ¶ | Chairman of the Board of Directors | Audit Committee financial expert |
| 2025 Proxy Statement | 5 |
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BOARD SNAPSHOT
Below is information regarding our nine director nominees.
| INDEPENDENCE | GENDER | NATIONAL ORIGIN | AGE | TENURE |
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DIRECTOR SKILLS AND BACKGROUND MATRIX
The table below summarizes a range of relevant skills and experiences that each director nominee brings to the Board.
| DIRECTOR SKILLS AND EXPERIENCE | JONES | BASS | GONSALVES | MARTIN | MCHUGH | MOORE | NELSON | RIVERS | WILTSHIRE | # |
|---|---|---|---|---|---|---|---|---|---|---|
| Current or Former Outside Public Company CEO | 1 | |||||||||
| Current or Former Outside Public Company Board | 5 | |||||||||
| Audit Committee Financial Expert | 3 | |||||||||
| Corporate Finance | 4 | |||||||||
| REIT | 5 | |||||||||
| Timber / Forestry Industry | 6 | |||||||||
| Land Based Solutions | 6 | |||||||||
| Real Estate Development | 5 | |||||||||
| Environmental Policy and/or Compliance | 6 | |||||||||
| International | 2 | |||||||||
| Customer Supply Chain | 2 | |||||||||
| Diversity of Background | 6 | |||||||||
| DEMOGRAPHICS | ||||||||||
| Gender | Male | Male | Male | Female | Male | Female | Female | Male | Male | |
| Race/Ethnicity | White | White | Black | White | White | White | White | White | White | |
| Nationality | U.S. | U.S. | U.S. | U.S. | U.S. | U.S. | U.S. | U.K. | New Zealand | |
| 6 | Rayonier Inc. |
BOARD REFRESHMENT
We have added four new non-management directors to our Board since 2020, representing more than 44% of the Board.
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our Board recommends that you vote “FOR” the non-binding advisory approval of the compensation of our named executive officers.
Our shareholders have the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers, as set forth in Proposal No. 2 starting on page 21. Please refer to our Compensation Discussion and Analysis on page 22 for a detailed description of our compensation programs and practices. Our Board recommends that you vote “FOR” the non-binding advisory approval of the compensation of our named executive officers.
Last year, our shareholders expressed a high level of support for the compensation of our named executive officers, with 97.2% of the votes cast in favor of our compensation programs and practices. Accordingly, the Compensation and Management Development Committee (“Compensation Committee”) continued in 2024 to consistently adhere to its pay-for-performance philosophy and compensation programs. The Compensation Committee will continue to consider results from the annual shareholder advisory votes, including the outcome of the vote for this Proposal No. 2, as well as other shareholder input, when reviewing executive compensation programs and policies.
HISTORICAL SAY-ON-PAY SUPPORT
98%
average shareholder approval over the last five years
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board recommends that you vote “FOR” the ratification of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2025.
We are seeking shareholder ratification of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2025. Please refer to page 47 for additional information.
| 2025 Proxy Statement | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.