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RAYONIER INC

For the period ended May 14, 2026. Filed Apr 1, 2026.

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About this filing

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 14, 2026 · Filed Apr 1, 2026

RYN$21.55-1.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

RAYONIER INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026 Annual Meeting of Shareholders

April 1, 2026

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2026 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 14, 2026 at 2:00 p.m. local time at the Grand Hyatt Atlanta, 3300 Peachtree Road NE, Atlanta GA 30305. At the meeting, our shareholders will be asked to:

  1. Elect the ten (10) director nominees named in the Proxy Statement to terms expiring at the 2027 Annual Meeting of Shareholders;

  2. Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

  3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026; and

  4. Transact any other matters as may properly come before the meeting.

Shareholders of record at the close of business on March 17, 2026 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.

Once again, we are pleased to furnish our proxy materials to you over the internet, following the Securities and Exchange Commission (“SEC”) rules that allow for this option. We believe this provides the information you need in a more timely, efficient and cost-effective manner.

As always, your vote is very important. We urge you to please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meeting.

Very truly yours,

Mark D. McHughMark R. Bridwell
President and Chief Executive OfficerExecutive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2026: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com.

Rayonier Inc.Telephone (904) 357-9100
1 Rayonier WayFax (904) 357-9851
Wildlight, Florida 32097

T

TABLE OF CONTENTS

2026 PROXY SUMMARY1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS9
Election Process9
Director Qualifications9
Director Nominations9
Information as to Nominees for Election to the Board of Directors10
DIRECTOR COMPENSATION13
Overview13
2025 / 2026 Compensation Paid to Non-Management Directors13
Director Compensation Table14
CORPORATE GOVERNANCE15
Corporate Governance Principles15
Director Independence15
Committees of the Board of Directors15
Board Leadership Structure17
Oversight of Risk17
Oversight of Sustainability Strategy and Risks18
Oversight of Executive Succession Planning19
Non-Management Director Meetings19
Board Self-Evaluation Process19
Director Attendance at Annual Meeting of Shareholders19
Communications with the Board20
Director Nomination Process20
Related Person Transactions20
Standard of Ethics and Code of Corporate Conduct20
Insider Trading Policy20
Compensation Committee Interlocks and Insider Participation; Processes and Procedures20
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS21
NAMED EXECUTIVE OFFICERS21
COMPENSATION DISCUSSION AND ANALYSIS22
EXECUTIVE SUMMARY23
Our Compensation Philosophy23
Say-On-Pay23
Compensation Policies and Governance Practices Summary23
COMPONENTS OF EXECUTIVE COMPENSATION24
Base Salary25
Annual Bonus Program25
Long-Term Incentives26
OTHER COMPENSATION INFORMATION29
Executive Perquisites29
Retirement Benefits29
Post-Termination and Change in Control Benefits29
DECISION-MAKING PROCESS30
Role of the Compensation Committee, Management and Advisors30
Compensation Benchmarking31
Compensation Risk Assessment31
COMPENSATION POLICIES AND GOVERNANCE PRACTICES32
Stock Ownership Guidelines32
Prohibition on Hedging and Pledging Share Ownership32
Tax Considerations32
Clawback Policy32

2026 Proxy Statement

REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE33
SUMMARY COMPENSATION TABLE34
CEO PAY RATIO35
GRANTS OF PLAN-BASED AWARDS36
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END37
OPTION EXERCISES AND STOCK VESTED38
NONQUALIFIED DEFERRED COMPENSATION38
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL39
PAY VERSUS PERFORMANCE41
EQUITY COMPENSATION PLAN INFORMATION43
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM44
REPORT OF THE AUDIT COMMITTEE45
Audit Committee Financial Expert45
Information Regarding Independent Registered Public Accounting Firm46
OWNERSHIP OF AND TRADING IN OUR SHARES47
Share Ownership of Directors and Executive Officers47
Share Ownership of Certain Beneficial Owners48
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING49
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting49
Delivery of Materials to Shareholders Sharing an Address49
QUESTIONS AND ANSWERS50
RAYONIER AUDIT COMMITTEE POLICIES AND PROCEDURESA-1
RECONCILIATION OF NON-GAAP FINANCIAL MEASURESB-1

Rayonier Inc.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.