Document

DEF 14A 1 a2022proxystatement.htm DEFINITIVE PROXY STATEMENT Document

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 2022 Annual Meeting of Shareholders

April 6, 2022

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2022 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 19, 2022 at 2:00 p.m. local time at Rayonier’s headquarters, 1 Rayonier Way, Wildlight, Florida 32097. At the meeting, our shareholders will be asked to:

1.Elect the nine (9) director nominees named in the Proxy Statement to terms expiring at the 2023 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 Ernst & Young, LLP as our independent registered public accounting firm for 2022; and

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

Shareholders of record at the close of business on March 18, 2022 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,

David L. Nunes

President and Chief Executive Officer

Mark R. Bridwell

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 19, 2022: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2021 Annual Report are available at www.proxyvote.com.


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

TABLE OF CONTENTS


2022 PROXY SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			8
Election Process			8
Director Qualifications			8
Director Nominations			8
Information as to Nominees for Election to the Board of Directors			9
DIRECTOR COMPENSATION			12
Overview			12
2021 / 2022 Compensation Paid to Non-Management Directors			12
Director Compensation Table			13
CORPORATE GOVERNANCE			14
Corporate Governance Principles			14
Director Independence			14
Committees of the Board of Directors			15
Board Leadership Structure			16
Oversight of Risk			17
Oversight of Environmental, Social, and Governance Strategy and Risks			18
Non-Management Director Meetings			18
Board Self-Evaluation Process			19
Director Attendance at Annual Meeting of Shareholders			19
Communications with the Board			19
Director Nomination Process			19
Diversity			19
Related Person Transactions			19
Standard of Ethics and Code of Corporate Conduct			20
Compensation Committee Interlocks and Insider Participation; Processes and Procedures			20
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON “SAY-ON-PAY”			21
NAMED EXECUTIVE OFFICERS			21
COMPENSATION DISCUSSION AND ANALYSIS			22
EXECUTIVE SUMMARY			23
Our Compensation Philosophy			23
Say-On-Pay			23
Compensation Policies and Governance Practices Summary			23
COMPONENTS OF EXECUTIVE COMPENSATION			24
Base Salary			25
Annual Bonus Program			25
Long-Term Incentives			26
OTHER COMPENSATION INFORMATION			30
Executive Perquisites			30
Retirement Benefits			30
Post-Termination and Change in Control Benefits			30
DECISION-MAKING PROCESS			31
Role of the Compensation Committee, Management and Advisors			31
Compensation Benchmarking			31
COMPENSATION POLICIES AND GOVERNANCE PRACTICES			32
Stock Ownership Guidelines			32
Prohibition on Hedging and Pledging Share Ownership			32
Tax Considerations			33
Clawback Policy			33
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE			33
SUMMARY COMPENSATION TABLE			34
CEO PAY RATIO			35

2022 Proxy Statement


GRANTS OF PLAN-BASED AWARDS			36
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			37
OPTION EXERCISES AND STOCK VESTED			38
PENSION BENEFITS			39
NONQUALIFIED DEFERRED COMPENSATION			40
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			41
EQUITY COMPENSATION PLAN INFORMATION			42
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			43
REPORT OF THE AUDIT COMMITTEE			44
Audit Committee Financial Expert			44
Information Regarding Independent Registered Public Accounting Firm			44
OWNERSHIP OF AND TRADING IN OUR SHARES			46
Share Ownership of Directors and Executive Officers			46
Share Ownership of Certain Beneficial Owners			47
Delinquent Section 16(a) Reports			47
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			48
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting			48
Annual Report			48
Delivery of Materials to Shareholders Sharing an Address			48
QUESTIONS AND ANSWERS			49
RAYONIER AUDIT COMMITTEE POLICIES AND PROCEDURES			A-1
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			B-1

Rayonier Inc.

2022 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. 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.

2022 ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME

PLACE

RECORD DATE

Thursday, May 19, 2022
2:00 p.m. (Eastern Time)

1 Rayonier Way

Wildlight, Florida 32097

March 18, 2022

Shareholders of record at the close of business on March 18, 2022 are entitled to vote

HOW TO VOTE

INTERNET

TELEPHONE

MOBILE DEVICE

MAIL

AT THE MEETING

Stockholder of Record (Registered Holders)

Go to

www.proxyvote.com

24/7

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 ballot

See page 49 for details

Beneficial Owners
(Holders
in 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 18, 2022, if you are a registered holder, and 11:59 p.m. Eastern Time on May 16, 2022 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

ABOUT OUR COMPANY

2.7M

$1.9B

2nd

~400

years in business

acres

acquisitions since 2014

largest timber REIT

employees

Rayonier Inc. is a leading timberland real estate investment trust (REIT) committed to creating value through excellence in our core businesses—Forest Resources and Real Estate. We are a responsible steward of our lands and seek to manage every acre towards its highest and best use to achieve optimal and sustainable value.

Rayonier was founded in 1926 in Shelton, Washington and today is headquartered in Wildlight, Florida. Over the years, Rayonier has expanded to become the second-largest timber REIT and currently owns, leases or manages approximately 2.7 million acres located in some of the strongest timber markets and most productive softwood timber growing regions throughout the United States and New Zealand.


2022 Proxy Statement						1

2022 PROXY SUMMARY

OUR PORTFOLIO

U.S. SOUTH

U.S. PACIFIC NORTHWEST

NEW ZEALAND

•1.8 Million Acres

•6.1-6.5 Million Tons Sustainable Yield

•67% Planted/Plantable

•490 Thousand Acres

•1.75-1.85 Million Tons Sustainable Yield

•78% Planted/Plantable

•419 Thousand Acres

•2.4-2.7 Million Tons Sustainable Yield

•71% Planted/Plantable

2021 PERFORMANCE HIGHLIGHTS

$152.6M

Net Income Attributable

to Rayonier

$1.08

EPS

$210.5M

Net Income

$325.1M

Cash Provided by

Operating Activities

$94.1M*

Pro Forma Net Income

$0.67*

Pro Forma EPS

$329.8M*

Adjusted EBITDA

$207.8M*

CAD

We were pleased with our full year financial performance in 2021. While the pandemic continued to pose challenges throughout the year, we were able to achieve very strong results across the company due in large part to the unwavering focus of our people, the relative strength of our markets and our nimble approach to operational decision-making.

We generated 2021 Adjusted EBITDA* of $329.8 million, an increase of 23% versus the prior year. We achieved record full-year Adjusted EBITDA* results in both our Southern Timber and Pacific Northwest Timber segments, despite contending with increased costs and volume constraints driven by inclement weather conditions and trucking shortages. Our New Zealand Timber segment achieved our third highest-ever full-year Adjusted EBITDA* result, despite navigating a myriad of export market challenges and COVID-related headwinds during the course of the year. Meanwhile, in our Real Estate segment, we achieved our second highest Adjusted EBITDA* result and highest weighted average pricing since our separation into a pure-play timber REIT, underscoring our focus on optimizing our portfolio and maximizing HBU premiums.

During 2021, we also completed a series of financing actions, including the issuance of $450 million of senior notes, the execution of a $200 million delayed draw term loan, and the amendment of our revolving credit facility and other term loan facilities. Subsequent to year-end, we repaid $325 million of senior notes maturing in 2022 with cash on hand and proceeds from the delayed draw term loan. With year-end net debt to 2021 Adjusted EBITDA* of 3.1x, we finished the year with ample balance sheet flexibility to fund growth initiatives and other capital allocation priorities.

*Reconciliation of these non-GAAP financial measures can be found in Appendix B.


2						Rayonier Inc.

2022 PROXY SUMMARY

OUR STRATEGIC PRIORITIES



MANAGE FOR LONG-TERM VALUE			•Design harvest strategy to achieve long-term, sustainable yield •Balance biological growth, harvest cash flow and responsible stewardship

ACQUIRE HIGH-QUALITY TIMBERLAND			•Pursue acquisitions that improve portfolio quality and sustainable yield •Maintain disciplined approach to acquisitions; minimize HBU speculation

OPTIMIZE PORTFOLIO VALUE			•Opportunistically monetize lands where premium valuations can be achieved •Pursue value creation activities on select properties to enhance long-term value

FOCUS ON QUALITY OF EARNINGS			•Focus on harvest operations and rural land sales to support dividends •De-emphasize sale of non-strategic timberlands to augment cash flow

POSITION FOR LOW-CARBON ECONOMY			•Capitalize on increasing demand for carbon solutions / sequestration •Integrate ecosystem services opportunities into long-term strategic planning

BEST-IN-CLASS STEWARDSHIP AND DISCLOSURE			•Develop and integrate robust ESG policies and best practices •Establish Rayonier as an industry leader in transparent disclosure

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 environmental principles, objectives and performance measures.

Our 2.7 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., 96% of our timberlands are certified by SFI, and in New Zealand, 99% of our timberlands are certified by 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 on our website:

www.rayonier.com/sustainability/responsible-stewardship/environmental/


2022 Proxy Statement						3

2022 PROXY SUMMARY

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

ENGAGEMENT IN 2021/22			•Participated in seven virtual investor conferences (due to Covid-19 limitations) •Participated in numerous one-on-one investor calls and virtual meetings •Held our annual shareholder meeting •In early 2022, hosted six ESG-specific investor meetings with our Board Chair

KEY TOPICS OF DISCUSSION			•Financial performance •Business strategy and capital allocation priorities •Governance matters, including Board composition •Various ESG-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

Annual election of directors

Majority voting of all directors

Single class of voting shares

8 of 9 director nominees are independent

All members of Board committees (AC, CC and NC) are independent

Stock ownership requirements for directors and executives

Board Effectiveness
& Leadership

Annual review of Board skills, characteristics and experience

Annual Board member independence evaluations

Annual Board self-assessment to ensure effectiveness

Gender and national origin diversity reflected in Board composition

Separation of Board chairman and CEO

All directors attended more than 75% of meetings in 2021

Regular executive sessions of independent directors and committees

Comprehensive Code of Conduct and Corporate Governance Guidelines

Board oversight of ESG and commitment to corporate social responsibility

Compensation
Policies

Pay-for-performance philosophy with focus on long-term value creation

Compensation “clawback” policy

Policy prohibiting hedging or pledging of shares by executives or directors

Regular engagement
with independent compensation consultant

Majority of Board compensation consists of stock

Performance share awards capped if TSR is negative


4						Rayonier Inc.

2022 PROXY SUMMARY

PROPOSAL NO. 1 — ELECTION OF DIRECTORS


			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
	Dod A. Fraser President, Sackett Partners	71	2014; since 2020		2
	Keith E. Bass CEO, Mattamy Homes US; Managing Partner, Mill Creek Capital LLC	57	2017		1
	Scott R. Jones Retired President, Forest Capital Partners	63	2014		—
	V. Larkin Martin Managing Partner, Martin Farm; Vice President, The Albemarle Corporation	58	2007		1
	Meridee A. Moore Senior Managing Member and Chief Investment Officer, Watershed Asset Management, LLC	64	2021		1
	Ann C. Nelson Retired Lead Audit Partner, KPMG LLP	62	2020		1
	David L. Nunes President and CEO, Rayonier Inc.	60	2014		—
	Matthew J. Rivers Part-time Director, Alternative Fuel Origination at Drax Group	64	2021

SEC Form DEF 14A filed by Rayonier Inc. REIT