DEF 14A 1 a2020proxystatement.htm DEF 14A 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
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Soliciting Material Pursuant to §240.14a-12
RAYONIER INC.
 
(Name of Registrant as Specified In Its Charter)
 
 
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Notice of 2020 Annual Meeting of Shareholders
April 1, 2020
Dear Shareholder,
You are cordially invited to attend Rayonier Inc.’s 2020 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 14, 2020, at 4:00 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 2021 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 2020; and
4.Transact any other matters as may properly come before the meeting.
Shareholders of record at the close of business on March 13, 2020 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.
Once again, we are pleased to utilize the Securities and Exchange Commission (“SEC”) rules allowing us to furnish our proxy materials to you over the internet. We believe this allows us to provide 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,
 
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David L. Nunes
President and Chief Executive Officer
 
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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 14, 2020: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2019 Annual Report are available at www.proxyvote.com.
 
Rayonier Inc.1 Rayonier WayWildlight, Florida 32097
        Telephone (904) 357-9100Fax (904) 357-9851




TABLE OF CONTENTS
 
 
2020 Proxy Statement



Rayonier Inc.


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2020 PROXY SUMMARY  
This summary highlights information contained elsewhere in this Notice of Annual Meeting of Shareholders and Proxy Statement or in our corporate governance 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.
2020 ANNUAL MEETING OF SHAREHOLDERS
Time and Date:
 
Thursday, May 14, 2020, 4:00 p.m. (Eastern Time)
 
Place:
 
1 Rayonier Way, Wildlight, Florida 32097
 
Record Date:
 
March 13, 2020
 
Voting:
Shareholders of record at the close of business on March 13, 2020, are entitled to vote through one of the following options:

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BY MAIL
Sign, date and return your proxy
card or voting instruction form
VIA THE INTERNET
Visit www.proxyvote.com
BY TELEPHONE
Call the telephone number
on your proxy card, voting
instruction form or notice
IN PERSON
 Attend the Annual Meeting in Wildlight, FL
See page 39 for details

2019 PERFORMANCE HIGHLIGHTS
 
$59.1M
Net Income Attributable
to Rayonier
 
 
$0.46
EPS
 
$67.7M
Net Income
 
$247.8M*
Adjusted EBITDA
 
 
$214.3M
Cash Provided by
Operating Activities
 
 
$149.4M*
CAD
 

We are pleased with our solid operational performance in 2019 despite the challenging market conditions we faced. Amidst global headwinds, we remained focused on executing against our strategic priorities and achieving our mission of generating industry-leading returns and building long-term value per share. We generated 2019 Adjusted EBITDA* of $247.8 million and reported record Adjusted EBITDA* in our Southern Timber segment, bolstered by our strongest performance to-date in non-timber income. During the course of the year, we repurchased $8.4 million of our stock at an average price of $26.34 per share and paid total dividends of $141.1 million to our shareholders. We finished the year in a strong balance sheet position with net debt of $988.3 million, representing 19% of our enterprise value and 4.0x net debt to Adjusted EBITDA*.

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



2020 Proxy Statement
1



SHAREHOLDER ENGAGEMENT
We value shareholder engagement and each year interact with and seek input from our shareholders through various shareholder outreach initiatives, including in-person and telephonic meetings, investor conferences, our annual meeting of shareholders and non-deal roadshows. In 2019, our shareholder engagement activities included 5 non-deal roadshows and 9 investor conferences held throughout the U.S., Canada and Europe. Combined, our 2019 engagement activities covered shareholders representing in the aggregate approximately 41% of our outstanding common shares ("Common Shares"), and included meetings with 10 of our 20 largest shareholders, or 10 of our top 12 active holders. These engagement activities are informative and help us to better understand our shareholders’ views and perspectives on our financial performance, business strategy, capital allocation strategy, public disclosures, corporate governance, and environmental, social and other topics. We welcome investor interaction and feedback. 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, the key elements of which are below:
 +
 
Annual election of directors
 
 +
 
Annual review of Board skills, characteristics and experience
 
 +
 
Majority voting of all directors
 
+
 
Diversity reflected in Board composition
 
 +
 
8 of our 9 director nominees are independent
 
+
 
Separation of Board Chairman and CEO
 
 +
 
Annual Board member independence evaluations
 
 +
 
Policy prohibiting hedging or pledging of our shares by executives and directors
 
 +
 
Comprehensive Code
of Conduct and Corporate Governance Guidelines
 
 
+
 
Board participation in executive succession planning
 
 +
 
Regular executive sessions of Board and Board Committees
 
+
Compensation “clawback” policy
 
 
 
































2
Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Important information about the experience, qualifications, attributes and skills of each of our director nominees can be found beginning on page 6. Our Board of Directors (“Board”) recommends that you vote “FOR” each of the director nominees.
COMMITTEE MEMBERSHIPSOTHER PUBLIC CO. BOARDS
NAMEAGEDIRECTOR SINCEPRINCIPAL
OCCUPATION
INDE-PENDENTACCCNGC
Richard D. Kincaid (Chairman of the Board of Directors)
582004President & Founder of BeCause Foundation; Founder and Managing Member of Sage Vertical Gardens LLCXXX1
Keith E. Bass552017Managing Partner of Mill Creek Capital LLCXXX1
Dod A. Fraser692014President of Sackett PartnersXChairX1
Scott R. Jones612014Retired, President of Forest Capital PartnersXChairNone
Blanche L. Lincoln592014Founder and Principal of Lincoln Policy GroupXXX1
V. Larkin Martin562007Managing Partner of Martin Farm; Vice President of The Albemarle CorporationXXChair1
Ann C. Nelson60NomineeRetired, Lead Audit Partner at KPMG LLPXXXNone
David L. Nunes582014President and CEO of Rayonier Inc.None
Andrew G. Wiltshire622015Founding Partner of Folium Capital LLC; Principal in the management and governance of private orchard and farming companies located in New ZealandXXXNone
Number of Committee Meetings in 2019964
AC   Audit Committee       CC   Compensation and Management Development Committee      NGC   Nominating & Corporate Governance Committee

Below are highlights regarding the age, gender and tenure of our 9 director nominees.
Director TenureAge DistributionGender Diversity
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2020 Proxy Statement
3



 
The table below summarizes a range of skills and experiences that each director nominee brings to the Board, and which we find to be relevant to our business.
 
OUTSIDE PUBLIC COMPANY CEO3
OUTSIDE PUBLIC COMPANY BOARD6
AUDIT COMMITTEE FINANCIAL EXPERT3
REIT4
TIMBER / FORESTRY INDUSTRY
4
LAND MANAGEMENT / AGRICULTURE5
LAND MANAGEMENT / REAL ESTATE6
GOVERNMENT/REGULATORY / POLITICAL1
INTERNATIONAL1
DIVERSITY3
CUSTOMER SUPPLY CHAIN3
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON “SAY-ON-PAY”
Our shareholders have the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as set forth in Proposal No. 2 starting on page 15. Last year, our shareholders expressed a high level of support for the compensation of our named executive officers, with 97% of the votes cast in favor of our compensation programs and practices. Accordingly, the Compensation and Management Development Committee (“Compensation Committee”) continued in 2019 to consistently adhere to its pay-for-performance philosophy and compensation program. Please refer to our Compensation Discussion and Analysis on page 16 for a detailed description of our compensation programs and practices. Our Board recommends that you vote “FOR” the non-binding advisory vote to approve the compensation of our named executive officers.
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are seeking shareholder ratification of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2020. Please refer to page 35 for additional information. Our Board recommends that you vote “FOR” the ratification of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2020.
 

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Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
 
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
ELECTION PROCESS
The Board is responsible for establishing overall corporate strategy and for overseeing management and the ultimate performance of the Company. The Board held twelve (12) meetings during fiscal year 2019. During fiscal year 2019, all directors attended at least 75% of the combined total of all Board meetings and all meetings of committees of the Board of which the director was a member. The Nominating and Corporate Governance Committee (“Nominating Committee”) of the Board has nominated the persons whose names are set forth below. In the absence of a vote by a signed proxy, shares represented by the proxy will be voted FOR the election of each of these nominees to the Board.
DIRECTOR QUALIFICATIONS
We believe the members of our Board have the proper mix of relevant experience and expertise given the Company’s businesses and real estate investment trust (“REIT”) structure, together with a level of demonstrated integrity, judgment, leadership and collegiality, to effectively advise and oversee management in executing our strategy. There are no specific minimum qualifications for director nominees other than, as required by our Corporate Governance Principles, no director nominee may stand for election after he or she has reached the age of 72. However, in identifying or evaluating potential nominees, it is the policy of our Nominating Committee to seek individuals who have the knowledge, experience, diversity and personal and professional integrity to be most effective, in conjunction with the other Board members, in collectively serving the long-term interests of our shareholders. The Nominating Committee periodically evaluates the criteria for Board membership, taking into account the Company’s strategy, geographic markets, regulatory environment and other relevant business factors, as well as changes in applicable laws or listing standards.
DIRECTOR NOMINATIONS
Shareholders are being asked to vote on the election of nine (9) directors to serve until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The Board has no reason to believe that any nominee will be unable to serve as a director. If, however, a nominee should be unable to serve at the time of the Annual Meeting, Common Shares properly represented by valid proxies will be voted in connection with the election of a substitute nominee recommended by the Board. Alternatively, the Board may either allow the vacancy to remain unfilled until an appropriate candidate is identified or may reduce the authorized number of directors to eliminate the unfilled seat.
If any incumbent nominee for director should fail to receive the required affirmative vote of a majority of the votes cast with regard to his or her election, our Corporate Governance Principles require the director to tender his or her resignation to the Board. The Nominating Committee would then consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation. The Company would publicly disclose the Board’s decision and rationale within 90 days after receipt of the tendered resignation.
Set forth below is certain information concerning each of the director nominees, including age, experience, qualifications and professional highlights during at least the last ten (10) years, based on data furnished by such nominee.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION
OF EACH OF THE FOLLOWING NOMINEES.
 

2020 Proxy Statement
5



PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Richard D. Kincaid
Northbrook, Illinois
 
Age: 58
Director Since: 2004
Board Committees:
Certain other public directorships:
Chair of the BoardBlack Creek Capital Diversified Property Fund
Audit
Compensation
Professional Highlights:
President and Founder of BeCause Foundation, a non-profit corporation that supports the health, education, and welfare of children, since 2007; Founder, Managing Member of Sage Vertical Gardens LLC; investor and on the Board of Directors of five private early stage companies that are in social and digital media, healthcare, and video streaming industries
Mr. Kincaid has significant financial expertise together with broad experience in the real estate industry and a deep understanding of the structural and strategic implications of REIT status. We believe his experience and expertise are particularly well suited to assist the Board in understanding the opportunities and challenges presented by our REIT structure, as well as overseeing the Board’s management of our real estate business and general financing decisions.

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Keith E. Bass
Tampa, Florida
 
Age: 55
Director Since: 2017
Board Committees:
Certain other public directorships:
AuditXenia Hotels and Resorts
Compensation
Professional Highlights:
Managing partner of Mill Creek Capital LLC, a private equity and consulting firm, since 2017; President and CEO of WCI Communities, Inc., from 2012 to 2017; President of Pinnacle Land Advisors, from 2011 to 2012; held various key positions with The Ryland Group, from 2003 to 2011
Mr. Bass has extensive expertise in the real estate industry. He has led organizations as large as $1 billion in annual revenue, built lean operations and created long-term operational roadmaps to position companies to thrive in any market climate. Mr. Bass brings a broad real estate perspective to the Board’s evaluation of investment opportunities.

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Dod A. Fraser
Boca Grande, Florida
 
Age: 69
Director Since: 2014
Board Committees:
Certain other public directorships:
Chair of AuditSubsea 7 S.A.
NominatingOCI N.V.
Professional Highlights:
President of Sackett Partners, a consulting firm, since 2000; Managing Director and Group Executive, Global Oil and Gas, for Chase Manhattan Bank (now JPMorgan Chase & Co.), from 1995 to 2000
Mr. Fraser has substantial experience in debt and equity markets, bank markets, mergers and acquisitions, and risk oversight. He contributes strongly to the Board’s oversight of the Company’s overall financial performance, reporting and controls.

6
Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Scott R. Jones
Needham, Massachusetts
 
Age: 61 Director Since: 2014
Board Committees:
Certain other public directorships:
Chair of CompensationNone
Professional Highlights:
President of Forest Capital Partners, a forest investment firm, from 2000 to 2018; President and Chief Executive Officer of Timberland Growth Corporation, a timberland REIT joint venture, from 1998 to 2000
Mr. Jones has substantial expertise in forest management, technology and innovations, as well as forest and real estate investments. He is particularly well suited to assist the Board in its investment decisions and oversee the management of the Company’s forest resources and real estate businesses.

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Blanche L. Lincoln
Washington, District of Columbia
 
Age: 59
Director Since: 2014
Board Committees:
Certain other public directorships:
CompensationEntergy Corporation
Nominating
Professional Highlights:
Founder and Principal of Lincoln Policy Group, a consulting firm helping companies navigate the legislative and regulatory processes of the federal government, since 2013; Special Policy Advisor at Alston & Bird LLP, from 2011 to 2013; U.S. Senator for the State of Arkansas, from 1999 to 2011
Ms. Lincoln’s political experience, including in the areas of agriculture and forestry, is invaluable to the Board in helping the Company address a range of public policy and legislative trends.

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V. Larkin Martin
Courtland, Alabama
 
Age: 56
Director Since: 2007
Board Committees:
Certain other public directorships:
Chair of NominatingTruxton Trust
Compensation
Professional Highlights:
Managing Partner of Martin Farm and Vice President of The Albemarle Corporation, family businesses with interests in agriculture and timberland, since 1990; Chair of the Board of Directors of the Federal Reserve Bank of Atlanta, from 2007 to 2008
Ms. Martin has direct operating experience in the land-based businesses of agriculture and timberland management, particularly in the southeastern United States, together with an understanding of national and regional financial markets. Ms. Martin’s skill set adds substantial value to Board discussions regarding our forest resources business, as well as overall economic forces and trends impacting the Company.

2020 Proxy Statement
7



PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Ann C. Nelson
Boise, Idaho


Age: 60
Director Nominee
Board Committees:
Certain other public directorships:
AuditNone
Nominating
Professional Highlights:
More than 35 years of senior leadership and management experience (25 as an audit partner); Lead Audit Partner with KPMG LLP on many global publicly traded companies
Ms. Nelson brings expertise to the Board in areas of auditing, accounting and financial reporting, internal controls and corporate governance. In addition, she has direct board experience by way of the Boise Chamber of Commerce (Chairman of the Board and past Treasurer/Audit Committee chair over an eight-year period). Ms. Nelson also has significant experience in the forest products industry, including but not limited to timber REIT’s.
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David L. Nunes
Jacksonville, Florida
 

Age: 58
Director Since: 2014
Board Committees:
Certain other public directorships:
NoneNone
Professional Highlights:
President, Chief Executive Officer and Director of the Company, since 2014; Chief Executive Officer of Pope Resources/Olympic Resource Management, from 2002 to 2014
Mr. Nunes has more than three decades of forest products industry experience. He has served in key leadership positions at several timber and real estate companies, including Chief Executive Officer and President, and has substantial background in the areas of timberland management and investments, marketing, strategic planning, mergers and acquisitions and capital planning. We believe this experience and leadership make Mr. Nunes uniquely well suited to contribute to the Board’s considerations of operational and strategic matters and to manage our core businesses.
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Andrew G. Wiltshire
Blenheim, New Zealand
 

Age: 62
Director Since: 2015
Board Committees:
Certain other public directorships:
AuditNone
Nominating
Professional Highlights:
Founding Partner of Folium Capital LLC, since 2016; Management and governance of private orchard and farming companies with operations in New Zealand; Managing Director and Head of Alternative Assets at the Harvard Management Company, the investment company that is responsible for managing Harvard University’s endowment and related financial assets, from 2001 to 2015
Mr. Wiltshire has extensive expertise in the areas of managing and investing in forestry, timberlands, real estate and natural resources. Mr. Wiltshire brings a valuable perspective to the Board’s evaluation of investment opportunities and oversight of the Company’s forest resources and real estate businesses.

8
Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
 DIRECTOR COMPENSATION

OVERVIEW
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant time commitment and the skills and experience level necessary for directors to fulfill their duties. Non-management director compensation is set by the Board at the recommendation of the Nominating Committee. Our directors are subject to minimum share ownership and share retention requirements as discussed in the Compensation Policies and Governance Practices section on page 24 under “Stock Ownership Guidelines.”
2019 / 2020 COMPENSATION PAID TO NON-MANAGEMENT DIRECTORS
Non-management director compensation is set by the Board at the recommendation of the Nominating Committee. For the 2019-2020 period, each non-management director received and/or earned the following cash compensation (prorated for partial year service):
annual cash retainer of $55,000, payable in equal quarterly installments;
annual cash retainers to members of the Audit, Compensation and Nominating Committees of $13,500, $7,500 and $5,000, respectively, as compensation for committee meetings, payable in equal quarterly installments;
annual cash retainers for the chairs of the Audit, Compensation and Nominating Committees of $18,000, $10,000 and $6,000, respectively, payable in equal quarterly installments;
an additional annual cash retainer for the Chairman of the Board of $55,000, payable in equal quarterly installments; and
restricted stock award equivalent to $95,000 based on grant date value, vesting upon issuance and to be held until the earlier of four years from the date of issuance or a director’s departure from the Board.
Directors may defer up to 100% of their cash compensation. Any deferred amounts are paid to the director in a single lump sum on the later of the date the director becomes 72 or the conclusion of the director’s term, or upon termination as a director, if prior to age 72. Any deferred amounts shall be credited with interest thereon at a rate equal to 120% of the long term Applicable Federal Rate, adjusted and compounded annually as of December 31.
DIRECTOR COMPENSATION TABLE
The following table provides compensation information for the one-year period ended December 31, 2019 for all individuals serving on our Board at any time during 2019.  
NameFees Earned
or Paid in
Cash ($)
Stock
Awards
($) (1)
All Other
Compensation
($)
Total ($)
Bass, Keith E.76,000  94,987  —  170,987  
Fraser, Dod A.91,500  (2) 94,987  —  186,487  
Jones, Scott R.72,500  (2) 94,987  —  167,487  
Kincaid, Richard D.131,000  (2) 94,987  —  225,987  
Lanigan, Bernard Jr.73,500  94,987  —  168,487  
Lincoln, Blanche L.67,500  94,987  —  162,487  
Martin, V. Larkin73,500  (2) 94,987  —  168,487  
Nunes, David L.(3)
—  —  —  —  
Wiltshire, Andrew G.73,500  94,987  —  168,487  


(1) 
Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 17 “Incentive Stock Plans” included in the notes to financial statements in our 2019 Annual Report on Form 10-K. All awards reflect the May 2019 awards of 3,074 shares of restricted stock to each non-management director vesting immediately upon issuance of the grant and which shares are required to be held until the earlier of four years from the date of issuance or the departure of a director from the Company.
(2) 
Includes $18,000 in Audit Chair fees for Mr. Fraser; $10,000 in Compensation Chair fees for Mr. Jones; $55,000 in Non-Executive Chairman fees for Mr. Kincaid and $6,000 in Nominating Chair fees for Ms. Martin.
(3) 
Mr. Nunes, as an executive officer of Rayonier, was not compensated for service as a director. See the Summary Compensation Table on page 26 for compensation information relating to Mr. Nunes during 2019.

2020 Proxy Statement
9



PROPOSAL NO. 1 — ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE PRINCIPLES
Our Board operates under a set of Corporate Governance Principles, which include guidelines for determining director independence and consideration of potential director nominees. The Corporate Governance Principles can be found on the Company’s website (www.rayonier.com). The Board, through the Nominating Committee, regularly reviews developments in corporate governance and best practices and, as warranted, modifies the Corporate Governance Principles, committee charters and key practices.
DIRECTOR INDEPENDENCE
The Company’s Common Shares are listed on the New York Stock Exchange (“NYSE”). In accordance with NYSE rules, the Board makes affirmative determinations annually as to the independence of each director and nominee for election as a director. To assist in making such determinations, the Board has adopted a set of Director Independence Standards which conform to or are more exacting than the independence requirements set forth in the NYSE listing standards. Our Director Independence Standards are appended to the Company’s Corporate Governance Principles, available at www.rayonier.com. In applying our Director Independence Standards, the Board considers all relevant facts and circumstances.
Based on our Director Independence Standards, the Board has affirmatively determined that all persons who have served as directors of our Company at any time since January 1, 2019, other than Mr. Nunes, are independent under applicable NYSE listing standards and SEC rules.
In addition, members of our Audit Committee and Compensation Committee are subject to certain additional independence criteria. Specifically, the Board has determined that each member of the Compensation Committee is independent within the meaning of Rule 10C-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and qualifies as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. The Board has also determined that all of the Audit Committee members are independent within the meaning of the NYSE listing standards and Rule 10A-3 of the Exchange Act. For additional information regarding independence and qualifications of the Audit Committee, see the “Report of the Audit Committee” on page 35.
The Nominating Committee, on behalf of the Board, annually reviews any transactions undertaken or relationships existing between the Company and other companies with which any of our directors or Board nominees are affiliated. The Board determined that none of the transactions or relationships identified for 2019 were material to the Company, the other companies or the subject directors and Board nominees.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has three standing committees, the Audit Committee, Compensation Committee and Nominating Committee, each of which operates under a written charter available on the Investor Relations section of the Company’s website (www.rayonier.com).
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Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
 
Name of Committees
and Members
 
Functions of the Committees
 
 
AUDIT:
 
Dod A. Fraser, Chair
Keith E. Bass
Richard D. Kincaid
Bernard Lanigan, Jr.
Andrew G. Wiltshire
 
Number of Meetings in 2019: 9
This committee is responsible for oversight of our accounting and financial reporting policies, processes, including disclosure controls and procedures and internal controls over financial reporting.
discussing audited annual financial statements and quarterly financial statements with the Company and the independent auditors, as well as making a recommendation to the Board regarding the inclusion of same in the annual Form 10-K;

 
 
reviewing with the independent auditors results of their annual audit of the Company’s financial statements and audit of internal control over financial reporting, and the required communications under (i) Auditing Standards No. 1301, and (ii) Public Company Accounting Oversight Board rules regarding the independence of the independent auditors;
reviewing with management and the independent auditors (i) all significant issues, deficiencies and material weaknesses in the design or operation of internal controls, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls;
reviewing with the independent auditors any audit problems or difficulties and the Company’s response;
resolving any disagreements between management and the independent auditors regarding financial reporting;
reviewing with management and the independent auditors (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, (ii) all critical accounting policies and practices and all significant financial reporting issues and judgments made in connection with the preparation of the financial statements, (iii) alternative treatments within generally accepted accounting principles that have been discussed with management, ramifications of the use of alternative disclosures and treatments, and the treatment preferred by the independent auditors, (iv) the effect of regulatory and accounting initiatives, as well as any significant off-balance sheet structures on the Company’s financial statements, and (v) other material written communications between the independent auditors and management; and
reviewing press releases, guidance, rating agency and investor presentations and other public disclosures of financial information, with particular attention to any use of “pro forma” or “adjusted” non-GAAP information.
 
COMPENSATION AND MANAGEMENT DEVELOPMENT:
 
Scott R. Jones, Chair
Keith E. Bass
Richard D. Kincaid
Blanche L. Lincoln
V. Larkin Martin
 


Number of Meetings in 2019: 6
This committee is responsible for overseeing the compensation and benefits of employees and directors, including:
evaluating management performance, succession and development matters;
establishing executive compensation;
reviewing the Compensation Discussion and Analysis included in the annual proxy statement;
approving individual compensation actions for all senior executives other than our CEO;
recommending compensation actions regarding our CEO for approval by our non-management directors; and
beginning with the 2021-2022 period, reviewing and recommending to the Board the compensation of our non-management directors.
 NOMINATING AND
 CORPORATE
 GOVERNANCE:
 
V. Larkin Martin, Chair
Dod A. Fraser
Blanche L. Lincoln Bernard Lanigan Jr.
Andrew G. Wiltshire
 
Number of Meetings in 2019: 4
This committee is responsible for advising the Board with regard to board structure, composition and governance, including:
 
 
 
establishing criteria for Board nominees and identifying qualified individuals for nomination to become Board members, including considering potential nominees recommended by shareholders;
recommending the composition of Board committees;
overseeing processes to evaluate Board and committee effectiveness;
overseeing Environmental, Social and Governance ("ESG") matters significant to the Company;
overseeing our corporate governance structure and practices, including our Corporate Governance Principles;
reviewing and approving changes to the charters of the other Board committees; and
reviewing, approving, and overseeing transactions between the Company and any related person.

2020 Proxy Statement
11



PROPOSAL NO. 1 — ELECTION OF DIRECTORS
BOARD LEADERSHIP STRUCTURE
Our governing documents allow the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. Although our Board regularly considers and is open to different structures as circumstances may warrant, the Board believes that the current arrangement of separating the roles of Chairman and CEO is in the best interest of the Company and its shareholders at this time because it provides the appropriate balance between strategy development and independent oversight of management.
Richard D. Kincaid currently serves as the Chairman of the Board as a non-executive and independent director. The responsibilities of the independent Chairman include, among other things:
Serving as the leader of the Board and overseeing and coordinating the work of the Board and its committees;
Serving as a liaison between the CEO, other members of senior management, the independent directors and the committee chairs;
Being available to serve as an advisor to the CEO;
Presiding at all meetings of the Board, including executive sessions of the independent directors;
Setting meeting agendas for the Board;
Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
Presiding at all meetings of the shareholders;
Recommending to the Board agendas for shareholder meetings and providing leadership to the Board on positions the Board should take on issues to come before shareholder meetings;
Participating in discussions with the Nominating Committee on matters related to Board and committee composition and with the Nominating Committee and the Compensation Committee on matters related to the hiring, evaluation, compensation and termination of, and succession planning for, the CEO; and
If requested by major shareholders, the Board or the CEO, ensuring that he or she is available for consultation and direct communication with major shareholders or external groups.

OVERSIGHT OF RISK
Oversight of risk management is the responsibility of the full Board, with management having day-to-day responsibility for identifying, evaluating, managing and mitigating the Company’s exposure to risk. The Board fulfills its risk oversight function both directly and through delegation to the committees of the Board. In general, the Board oversees the management of risks in the operation of the Company’s businesses, the implementation of its strategic plan, its acquisitions and capital allocation program, its capital structure and liquidity, its organizational structure and by annually appointing the members of an Enterprise Risk Management (“ERM”) Committee, which consists of senior executives. Each of the Board committees and our ERM Committee oversee and review areas of risk which they are responsible. We believe that these governance practices, including the interaction of the various committees, facilitate effective Board oversight of our significant risks. The primary areas of risk oversight of each of our Board committees and the ERM Committee are as follows:  
  BOARD COMMITTEES
PRIMARY AREAS OF RISK OVERSIGHT
Audit Committee
The Audit Committee is responsible for risks associated with financial and accounting matters, specifically financial reporting, internal controls, disclosure, tax and legal and compliance risks. In addition, the Board has designated the Audit Committee primary responsibility for overseeing the Company’s ERM program. With this responsibility, the Audit Committee monitors the Company’s significant business risks, including financial, operational, privacy, cybersecurity, business continuity, legal and regulatory, and reputational exposures, and reviews the steps management has taken to monitor and control these exposures.
Compensation Committee
The Compensation Committee is responsible for risks related to compensation policies and practices, including incentive-related risks, and oversees risks associated with talent management and succession planning.
Nominating Committee
The Nominating Committee is responsible for risks associated with corporate governance matters, related party transactions, effectiveness and organization, director independence and director succession planning. The Nominating Committee is also responsible for identifying and assessing ESG related risks and refers said risks to the appropriate committee.
ERM Committee
The ERM Committee is responsible for identifying and assessing the material risks facing the Company and providing periodic reports regarding such risks to the Audit Committee for review and evaluation of mitigation strategies. The ERM Committee also completes an annual risk assessment with regard to the Company’s overall compensation policies and practices, which is reviewed by the Compensation Committee.

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Rayonier Inc.


PROPOSAL NO. 1 — ELECTION OF DIRECTORS
OVERSIGHT OF ENVIRONMENTAL AND SOCIAL SUSTAINABILITY
Rayonier recognizes its responsibility toward the environment and the communities in which we operate. Our commitment to socially responsible and sustainable practices is an integral part of how we do business and is aligned with our mission, vision and values ― to provide industry-leading financial returns to our shareholders while serving as a responsible steward of the environment and a beneficial partner to the communities in which we operate. The Board understands that its continued oversight of our Company’s commitment to the principles of social and environmental sustainability is of increasing importance to shareholders, as well as other constituencies. In 2019, the Nominating Committee, which has historically overseen Rayonier’s corporate governance policies and practices, assumed oversight responsibility for the Company’s policies, programs and strategies related to ESG matters. Also in 2019, Rayonier formed an internal ESG Working Group comprised of subject matter experts. The ESG Working Group is an interdisciplinary clearinghouse for our ESG short-and-long-term goals, initiatives and strategy(ies).
The Nominating Committee is focused on reviewing the Company’s ESG-related disclosure as well as reviewing ESG-related matters significant to the Company and overseeing the formulation of our ESG strategy(ies) and goals.
In 2019, we launched our first ever ESG webpage. To access the site, visit our Responsible Stewardship page: www.rayonier.com/sustainability/responsible-stewardship. We are committed to our ESG efforts, specifically increasing transparency on ESG matters that we believe are relevant to our business and that meet the overall needs of the investors. Our ESG efforts continue to evolve and as always, Rayonier welcomes shareholder feedback.

NON-MANAGEMENT DIRECTOR MEETINGS
Our non-management directors met separately in five (5) regularly scheduled meetings during 2019.
BOARD SELF-EVALUATION PROCESS
Pursuant to our Corporate Governance Principles, the Nominating Committee is responsible for establishing and overseeing a process for annual self-evaluation of the effective operation and performance of our Board and of each Board committee. We use a discussion-based process, with a questionnaire to facilitate discussion, in which each director discusses privately with our Corporate Secretary committee composition, including appropriateness and diversity of skills, background, experience and structure, Board training, additional presentations on various topics, refinements to meeting materials and presentation format, opportunities to improve Board and committee performance, as well as any other topics or concerns the director may have. Additionally, the format and effectiveness of the evaluation process and whether to engage a third-party facilitator is also part of the review. Each director may also provide feedback directly to the Chair of the Nominating Committee as part of this process. The results of the discussions are aggregated by our Corporate Secretary then reported to the Board and committees utilizing a roundtable discussion format, and any necessary follow-up actions are developed. Our Board believes that the format of one-on-one private discussions with our Corporate Secretary is effective and elicits candid input and feedback.
DIRECTOR ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS
Directors are encouraged, but not required, to attend the Annual Meeting of Shareholders. At the 2019 Annual Meeting, all directors were in attendance.
COMMUNICATIONS WITH THE BOARD
Shareholders and other interested parties who would like to communicate their concerns to one or more members of the Board, a Board committee, the Chairman or the independent non-management directors as a group may do so by writing to any such party or group at Rayonier, c/o Corporate Secretary, 1 Rayonier Way, Wildlight, Florida 32097. All concerns received will be appropriately forwarded and, if deemed appropriate by the Corporate Secretary, may be accompanied by a report summarizing such concerns.
DIRECTOR NOMINATION PROCESS
Potential director candidates may come to the attention of the Nominating Committee through current directors, management, shareholders and others. It is the policy of our Nominating Committee to consider director nominees submitted by shareholders based on the same criteria used in evaluating candidates for Board membership identified from any other source.


2020 Proxy Statement
13



PROPOSAL NO. 1 — ELECTION OF DIRECTORS
DIVERSITY
Our Nominating Committee utilizes a skills-matrix to evaluate the specific personal and professional attributes of each director candidate versus those of the existing Board members to ensure diversity, and breadth of experience and expertise among our directors. The Nominating Committee assesses such diversity through its annual assessment of Board structure and composition and review of the annual Board and committee performance evaluations.
RELATED PERSON TRANSACTIONS
Our Board has adopted a written policy designed to minimize potential conflicts of interest in connection with Company transactions with related persons. Our policy defines a “Related Person” to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A “Related Person Transaction” is defined as a transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000 and a Related Person has or will have a direct or indirect material interest. For 2019, no Related Person Transactions were submitted to the Nominating Committee for approval or ratification, and no transaction with any Related Person was identified.

STANDARD OF ETHICS AND CODE OF CORPORATE CONDUCT
The Company’s Standard of Ethics and Code of Corporate Conduct is available on the Company’s website (www.rayonier.com).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; PROCESSES AND PROCEDURES
Keith E. Bass, Scott R. Jones, Richard D. Kincaid, Blanche L. Lincoln, and V. Larkin Martin each served as members of our Compensation Committee during the fiscal year ended December 31, 2019. No member of the Compensation Committee served as one of our officers or employees at any time during 2019 or had any Related Person Transaction or relationship required to be disclosed in this Proxy Statement. None of our executive officers serve, or served during 2019, as a member of the board of directors and compensation committee of a public company with at least one of its executive officers serving on our Board or Compensation Committee.
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Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON “SAY-ON-PAY”
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), the requirements of Section 14A of the Exchange Act and related SEC rules, and the preference expressed by a majority of our shareholders at our 2019 Annual Meeting, we are providing shareholders with an annual advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis ("CD&A") beginning on page 16, and in the tables and other narrative disclosure in this Proxy Statement.
As described in detail in such disclosures, our executive compensation programs are designed to focus our senior leaders on the creation of long-term shareholder value. Our compensation programs provide a substantial majority of named executive officer compensation in the form of “at risk” performance-based incentives, consisting primarily of long-term stock-based awards. We believe this properly aligns the interests of our executives with those of our shareholders, and with the long-term objectives of the Company.
This proposal provides shareholders with the opportunity to endorse or not endorse our compensation arrangements for our named executive officers through the following resolution:
“RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and related material).”
While this vote is not binding, the Board and our Compensation Committee value the opinions of our shareholders and will take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
 

NAMED EXECUTIVE OFFICERS
 
Name
Title
David L. Nunes
President and Chief Executive Officer
Mark D. McHugh
Senior Vice President and Chief Financial Officer
Douglas (Doug) M. Long
Senior Vice President, Forest Resources
Christopher (Chris) T. Corr
Senior Vice President, Real Estate Development
Mark R. Bridwell
Vice President, General Counsel and Corporate Secretary


2020 Proxy Statement
15



PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
This CD&A provides information about our 2019 compensation programs for our named executive officers.
CD&A TABLE OF CONTENTS
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Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY

OUR COMPENSATION PHILOSOPHY. Our compensation philosophy emphasizes “pay for performance” programs designed to reward superior financial performance and sustained increases in the value of our shareholders’ investment in Rayonier, while recognizing the need to maintain competitive base pay, retirement, health care, severance and other fixed compensation programs. We generally target total compensation levels consistent with the median of our peer group and survey benchmarks, with an emphasis on long-term incentive compensation. By providing a substantial portion of our named executive officers’ total targeted compensation in the form of long-term incentive awards, we seek to drive sustainable increases in our market valuation and to outperform our peers on a relative total shareholder return basis while promoting equity ownership to further align the interests of our executives with our shareholders.
SAY-ON-PAY. The Compensation Committee carefully considers the results of our shareholders’ advisory “Say-on-Pay” vote. Last year, our shareholders expressed a high level of support for the compensation of our named executive officers, with 97% of the votes cast in favor of our compensation programs and practices.
COMPENSATION POLICIES AND GOVERNANCE PRACTICES SUMMARY.
 
WHAT WE DOWHAT WE DON’T DO
üPay for performance with focus on long-term value creationONo employment agreements
ONo single-trigger change in control provisions for equity awards
ü
Maintain robust share ownership and share retention requirements
ONo excise tax gross-ups
ü
Maintain a comprehensive clawback policyONo hedging or pledging of Company stock
ü

Avoid compensation practices that encourage inappropriate riskONo excessive executive perquisites
ONo repricing of underwater options
üEngage an independent compensation consultant and conduct annual compensation review
üMaintain an independent Compensation Committee
üCap performance share awards payable if total shareholder return for the period is negative


2020 Proxy Statement
17



PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
COMPONENTS OF EXECUTIVE COMPENSATION

PAY ELEMENTDESCRIPTION AND PURPOSE
Base Salary
Fixed cash compensation that recognizes level of responsibilities, experience, expertise and individual performance
Helps attract and retain talented executives
Evaluated against external market data annually
Annual Bonus Program
“At risk” performance-based cash compensation that rewards achievement of key annual financial metrics and strategic initiatives
Long-Term Incentives
“At risk” equity-based stock compensation that encourages and rewards long-term performance
Two components:
Performance shares (weighted 60%), which pay out based on relative total shareholder return over a three-year performance period
Time-based restricted stock units (weighted 40%), which vest over five years (in one-third increments on the third, fourth and fifth anniversary of grant)
Aligns management interests with those of our investors
Promotes an “ownership” mentality that fosters the long-term perspective necessary for sustained success
Ultimate value of these awards depends upon our performance in delivering value to shareholders both in absolute terms through restricted stock units and relative to our peers through performance shares
Consistent with our compensation philosophy, a substantial majority of senior executive compensation is in the form of variable “at risk” pay, aligning compensation with performance and shareholder value. For 2019, the portion of total target compensation (which is comprised of base salary and targeted annual and long-term incentive award levels) allocated to variable “at-risk” compensation was 81% for our CEO and 65% on average for our other named executive officers.
2019 TARGET COMPENSATION MIX
 

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We do not have specific pay ratios for our CEO as compared to our other senior executives, but the Compensation Committee does take into account internal pay equity factors to ensure that compensation differences within the Company are consistent with respect to different job levels and responsibilities. For example, the Compensation Committee believes that the CEO has substantially more responsibility and impact on shareholder value than any other named executive officer. Therefore, the Compensation Committee sets his total compensation at a level appreciably higher in relation to that of other named executive officers, but at a level the Compensation Committee believes is appropriate and reflective of market practice and with a greater portion of his total compensation contingent on our performance.

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Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
BASE SALARY. Base salary is a fixed compensation component intended to compensate our executives based on experience, expertise and job responsibilities. Each year, the Compensation Committee reviews the base salary of our CEO and each of his direct reports, including all of our named executive officers. In making adjustments to base salary levels, the Compensation Committee considers a number of factors including: external market data, the approved annual salary budget, level of responsibilities, experience and breadth of knowledge, and individual performance.
ANNUAL BONUS PROGRAM. Under the Rayonier Non-Equity Incentive Plan, we provide cash compensation in the form of an annual bonus incentive designed to reward executives based on the Company’s financial performance against key budgeted financial metrics and the attainment of identified strategic objectives. The annual bonus program provides for a target bonus award opportunity for each executive, expressed as a percentage of base salary. For 2019, the target bonus award opportunities for the named executive officers were as follows: Mr. Nunes, 125%; Messrs. McHugh and Long, 75%; Mr. Bridwell, 55%; and Mr. Corr, 50%. The Compensation Committee increased target bonus award levels in 2019 for Messrs. Nunes, McHugh and Long and decreased the target award level for Mr. Corr based on their annual review and assessment of competitive compensation positioning for each named executive officer.

Bonus Plan Metrics. Under our 2019 Rayonier Annual Bonus Program, Recurring Cash Flow performance against budget, weighted 80%, and performance against our annual Strategic Objectives and a Quality of Earnings Assessment, weighted 20%, were used to fund the overall bonus pool. The Compensation Committee believes that Recurring Cash Flow provides a strong measure of management performance, as it isolates the operational cash flow performance of the business excluding the impact of extraordinary items (both positive and negative) while also accounting for ongoing capital investment. Recurring Cash Flow is defined as Cash Available for Distribution plus interest expense, which eliminates the impact of capital structure decisions, plus cash taxes. Cash Available for Distribution is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.
The bonus pool funding level is calculated using the table below, interpolating values between the threshold, target and maximum levels, with zero payout for performance below threshold:
 
ThresholdTargetMaximum
Recurring Cash Flow (80%)
Percentage of Budgeted Recurring Cash Flow Achieved 80% of
Budget
Budget110% of
Budget
Bonus Pool Funding Level40% of
Target Awards
80% of
Target Awards
120% of
Target Awards
Strategic Objectives / Quality of   Earnings Assessment (20%) – Bonus Pool Funding Level0% of
Target Awards
20% of
Target Awards
30% of
Target Awards
Total40% of
Target Awards
100% of
Target Awards
150% of
Target Awards
Under our bonus pool structure, individual awards can be adjusted down to 0% or up to +30% of the calculated payout level, not to exceed 150% of target awards, based on individual performance.
Measuring 2019 Results. Performance results under our annual bonus program with respect to Recurring Cash Flow may be adjusted to take into account material unusual, nonrecurring and non-budgeted items impacting the bonus calculation. For 2019, no adjustments were made to the payouts calculated under the definition of Recurring Cash Flow. Payout at target award levels for 2019 required achievement of Recurring Cash Flow of $188.2 million, representing the annual budgeted amount approved by the Board in December 2018. Actual Recurring Cash Flow for 2019 was $182.6 million, resulting in funding for the financial performance component at 74.1% of target.

 
Our strategic objectives for 2019 centered around pursuing value accretive growth through a targeted investment strategy, increasing export capacity for the U.S. South, executing on initiatives to improve efficiencies, reduce costs and streamline decision-making, enhancing market intelligence and analytical tools, further developing and refining strategies in our Real Estate segment, developing a long-term ESG strategy, commencing efforts to achieve certification under OSHA's Voluntary Protection Program (VPP) and evaluating strategic partnerships with our contractors.

2020 Proxy Statement
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PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
After assessing performance for 2019 against the identified strategic objectives, and after reviewing a detailed variance analysis of budget versus actual financial performance, the Compensation Committee approved a payout of 30% for the strategic objectives and quality of earnings component, bringing the overall payout level to 104.1% of target awards for

each named executive officer. In making this determination, the Compensation Committee was pleased with management’s focus throughout the year on enhancing long-term shareholder value. Specifically, the Compensation Committee recognized the challenges management faced in our markets, including the impacts of the China trade tariffs and European spruce salvage volumes, and the steps management took to offset these impacts, including deferring annual harvest volumes in areas most affected. The Committee was also pleased with management’s performance against an ambitious set of strategic initiatives, the high level of acquisition activity completed during the year and the increased revenues generated by our non-timber income activities.
Final 2019 Bonus Awards. The final annual bonuses earned by our named executive officers for 2019 were approved by the Compensation Committee and, for Mr. Nunes, by our independent directors, in February 2020, and appear in the Summary Compensation Table on page 26, under the heading “Non-Equity Incentive Plan Compensation.” As discussed above, the bonus pool funding for 2019 was 104.1% of target, and no adjustments were made to the earned bonuses for the named executive officers.
LONG-TERM INCENTIVES. The Rayonier Incentive Stock Plan provides the Compensation Committee the flexibility to award long-term compensation incentives through a variety of equity-based awards. Long-term incentive awards allow us to offer a competitive overall compensation package, and also provide opportunities for share ownership by our executives in order to increase their proprietary interest in Rayonier and, as a result, their interest in our long-term success and commitment to creating shareholder value.
In 2019, the Compensation Committee elected to increase the time-based restricted stock unit component of long-term incentive compensation from 30% to 40%, with the performance share component thereby decreasing from 70% to 60%. The Compensation Committee believes this change enhances the long-term ownership culture that we seek to promote among our executives, and places a greater proportion of long-term incentives on a five-year vesting period (versus the three-year vesting period of performance shares), reinforcing the long-term nature of our business and providing a retention incentive for our executives. The Compensation Committee believes this mix provides a strong incentive to our executives to focus on the ongoing creation of shareholder value and to deliver sustained increases in the Company’s market valuation and performance relative to our peers on a total shareholder return basis. In setting the grant date value of target long-term incentives to be awarded to each named executive officer, the Compensation Committee considers external market pay data, performance and potential, as discussed below under “Compensation Benchmarking.”
The Compensation Committee may also award one-time equity grants for special purposes, such as new hire, promotion or retention. These awards typically take the form of time-based restricted stock unit grants. No such one-time awards were granted to any named executive officer in 2019. Long-term incentive awards for 2019 are reflected in the “Summary Compensation Table” on page 26 and the “Grants of Plan-Based Awards” table on page 28. Long-term incentive payouts in 2019, if any, are reflected in the “Option Exercises and Stock Vested” table on page 30.
Time-Based Restricted Stock Units. The time-based restricted stock unit awards vest in one-third increments on the third, fourth and fifth anniversaries of the grant date. The longer vesting period is designed to better align the interests of our senior leadership team with the interests of our shareholders by focusing on the long-term success of our company.
Performance Shares. The target award level is determined at the beginning of a 36-month performance period. Performance share awards were approved by the Compensation Committee (and, for the CEO, by our independent directors) in February 2019 and the performance period began on April 1, 2019 and ends on March 31, 2022.
The payout, if any, will be based on the level of economic return we produce for our shareholders (referred to as total shareholder return or “TSR”) relative to that produced by the 2019 Performance Share Peer Group, chosen by the Compensation Committee as those companies most likely to be considered “operational competitors” of Rayonier’s core businesses.
 
 
TSR is calculated for the performance period based upon the return on a hypothetical investment in Rayonier shares versus the return on an equal hypothetical investment in each of the peer companies, in all cases assuming reinvestment of dividends. The 2019 Performance Share Award Program awards will be paid out, if at all, in April 2022 after the end of the performance period on March 31, 2022, based on our relative TSR performance percentile ranking against the peer group, as follows:
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Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
 
Percentile RankPayout Level (Expressed As Percent of Target Award Shares)
80th and Above200%  
51st – 79th100% (plus 3.33% for each incremental percentile position over the 50th Percentile)
50th
100%  
31st – 49th30% (plus 3.5% for each incremental percentile position over the 30th Percentile)
30th
30%  
Below 30th
0%  
The payout percentage is capped at 100% of target if Rayonier’s TSR for the performance period is negative.
The 2019 Performance Share Peer Group includes a custom peer group of timber companies and the companies comprising the real estate segment of the S&P 400 Midcap Index as shown below. As the timber companies are considered our closest competitors, they are counted 8 times within the TSR performance calculation while the real estate peers are counted one time.  
Custom Peer Group
Catchmark Timber Trust (8x)Pope Resources (8x)*
PotlatchDeltic Corporation (8x)Weyerhaeuser (8x)
Alexander & Baldwin, Inc.Highwoods Properties, IncOmega Healthcare Investors, Inc.
American Campus CommunitiesHospitality Properties TrustReology Holding Corporation
Camden Property TrustJBG Smith PropertiesSabra Healh Care REIT Inc.
CoreSite Realty CorporationJones Lang LaSalle IncorporatedSenior Housing Properties Trust
Core Civic, Inc.Kilroy Realty CorporationTanger Factory Outlet Centers, Inc.
Corporate Office Properties TrustLamar Advertising CompanyTaubman Centers, Inc.
Cousins Properties IncorporatedLaSalle Hotel PropertiesThe GEO Group, Inc.
CyrusOne Inc.Liberty Property TrustUniti Group Inc.
Douglas Emmett, IncLife Storage, Inc.Urban Edge Properties
EPR PropertiesMack-Cali Realty CorporationWeingarten Realty Investors
First Industrial Realty Trust Inc.Medical Properties Trust, Inc.
Healthcare Realty Trust Inc.National Retail Properties, Inc.
*In January 2020, Rayonier entered into a definitive merger agreement with Pope Resources under which Rayonier will acquire all of the outstanding limited partnership units of Pope Resources for consideration consisting of equity and cash. The transaction is expected to close in mid-2020, subject to approval of the transaction by the unitholders of Pope Resources and other customary closing conditions and regulatory approvals. As a result of the pending merger, and consistent with the terms of the 2019 Performance Share Award Program, Pope Resources will be removed from the peer group upon closing.
OTHER COMPENSATION INFORMATION
EXECUTIVE PERQUISITES. In addition to benefits that are available broadly to our employees, Rayonier executive officers are eligible to participate in the Executive Physical Program. Each executive-level employee of the Company is encouraged to have a physical examination every year. The Company does not offer any other executive perquisites.
RETIREMENT BENEFITS. We maintain the following plans and programs to provide retirement benefits to salaried employees, including the named executive officers, to the extent such employees are eligible participants under the plan terms:
the Rayonier Investment and Savings Plan for Salaried Employees (our 401(k) plan);
the Rayonier Inc. Supplemental Savings Plan;
the Retirement Plan for Salaried Employees of Rayonier;
the Rayonier Excess Benefit Plan; and
the Rayonier Salaried Retiree Medical Plan.
The benefits available under the plans listed above are intended to provide income replacement after retirement, primarily through distributions from a 401(k) or other deferred compensation plan. We place great value on the long-term commitment that many of our employees and named executive officers have made to us and wish to incentivize them to
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PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
remain with the Company with a focus on building sustainable value over the long term. Therefore, the Company has determined that it is appropriate to provide employees with competitive retirement benefits as part of their overall compensation package.
Our defined contribution retirement plans are designed to encourage employees to take an active role in planning, saving and investing for retirement. As a supplement to our 401(k) plan, the Excess Savings and Deferred Compensation Plan is designed to provide eligible employees and executives with a convenient and efficient opportunity to save for retirement while deferring applicable income taxes until withdrawal. For a detailed description of the Excess Savings and Deferred Compensation Plan, see the discussion following the “Nonqualified Deferred Compensation” table on page 32.
Our defined benefit pension plans, the Retirement Plan for Salaried Employees of Rayonier and the Rayonier Excess Benefit Plan, were closed to new employees on January 1, 2006. On December 31, 2016, benefits under our defined benefit pension plans were frozen for all participants. No additional benefits will be accrued under these plans. Of our named executive officers, only Mr. Long is a participant in these plans. Our other named executive officers were hired after January 1, 2006 and are ineligible to participate. For detailed descriptions of our Retirement Plan for Salaried Employees and the Rayonier Excess Benefit Plan, see the discussion following the “Pension Benefits” table on page 30.
For those eligible participants who were employed prior to the January 1, 2006 closure to new participants, the Rayonier Salaried Retiree Medical Program provides salaried employees eligible for retirement with access to a Company-sponsored healthcare plan funded entirely by the plan participants. This benefit is extended on an equivalent basis to all eligible retirees who are plan participants.
The Compensation Committee reviews these retirement benefits programs periodically to evaluate their continued competitiveness.
POST-TERMINATION AND CHANGE IN CONTROL BENEFITS
Severance Pay Plan. The Severance Pay Plan for Salaried Employees provides severance benefits to all salaried employees of Rayonier, including the named executive officers, in the event their employment is terminated (other than “for cause” and other non-qualifying terminations defined in the plan). Upon execution of a satisfactory separation agreement, the severance benefit available to our named executive officers ranges from 20 weeks to 26 weeks of base salary, plus an additional week of base salary for each year of service over one year.
Executive Severance Pay Plan. The Compensation Committee recognizes that, as with all publicly-traded corporations, there exists the possibility of a change in control of Rayonier and that the uncertainty created by that possibility could result in the loss or distraction of senior executives, to the detriment of Rayonier and our shareholders. The Executive Severance Pay Plan, referred to in this discussion as the “Executive Plan,” reflects the Compensation Committee’s view that it is critical to encourage executive retention and that the continued attention and dedication of our senior executives be fostered, notwithstanding the possibility, threat, rumor or occurrence of a change in control of Rayonier. In addition, the Executive Plan is intended to align executive and shareholder interests by enabling executives to consider corporate transactions that may be in the best interests of our shareholders and other constituents without undue financial concern over whether the transaction would jeopardize the executives’ own employment.

The Executive Plan achieves these objectives by providing benefits to eligible executives designated by the Compensation Committee, which currently include all of our named executive officers, in the event of a change in control of the Company. Any benefits payable require a “double-trigger,” meaning in addition to a change in control, the executive must be involuntarily terminated (other than “for cause”) or resign for “good reason” before any payments or benefits are triggered. If the executive is involuntarily terminated (other than “for cause”) or resigns for “good reason” within 24 months of the change in control, he or she will be entitled to enhanced severance benefits, which depend on the executive’s status as a Tier I or Tier II executive. The Executive Plan has no excise tax gross-up provision. The Executive Plan includes a best net benefit provision, which provides eligible executives with the greater of (1) the full benefit, with the executive personally responsible for paying the excise tax, or (2) a capped benefit, with the amount reduced just below the threshold for triggering the excise tax. The Compensation Committee reviews the Executive Plan annually and retains the discretion to terminate the Executive Plan, or to include or exclude any executive, including any named executive officer, at any time prior to a change in control. As of December 31, 2019, Messrs. Nunes, McHugh, Corr and Long are included as Tier I executives, and Mr. Bridwell is included as a Tier II executive.
The potential payments under the Executive Plan are calculated in the “Potential Payments upon Termination or Change in Control” table on page 32.


22
Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
DECISION-MAKING PROCESS

ROLE OF THE COMPENSATION COMMITTEE, MANAGEMENT AND ADVISORS. The Compensation Committee has responsibility for establishing our compensation philosophy and for monitoring our adherence to it. The Compensation Committee reviews and approves compensation levels for all executive officers as well as all compensation, retirement, perquisite and benefit programs applicable to such officers. The Compensation Committee establishes annual performance objectives for the CEO, evaluates his accomplishments and performance against those objectives, and, based on such evaluation, makes recommendations regarding his compensation for approval by the independent members of our Board. All of these functions are set forth in the Compensation Committee’s Charter, which is available on our website (www.rayonier.com) located under the Corporate Governance tab on our Investor Relations page and is reviewed annually by the Compensation Committee.
The Compensation Committee’s work is accomplished through a series of meetings, following a regular calendar schedule, to ensure that all major elements of compensation are appropriately considered and that compensation and benefit programs are properly designed, implemented and monitored. Special meetings are held as needed to address matters outside the regular compensation cycle. Working with the Compensation Committee Chair, our Vice President, Human Resources and Information Technology prepares an agenda and supporting materials for each meeting. Our Vice President, Human Resources and Information Technology, and our Vice President, General Counsel and Corporate Secretary, along with Mr. Nunes, generally attend Compensation Committee meetings by invitation, but are excused for executive sessions. The Compensation Committee invites other members of management to attend meetings as it deems necessary to cover issues within their specific areas of expertise or responsibility.
The Compensation Committee also seeks advice and assistance from compensation consultants and outside counsel. The Compensation Committee has engaged a compensation consulting firm, FW Cook, to provide advice, relevant market data and best practices to consider when making compensation decisions, including decisions involving the CEO and the programs generally applicable to senior executives. FW Cook does not provide any services other than consulting services related to executive and Board compensation. The Compensation Committee has assessed the independence of our compensation consultant against the specific criteria under applicable SEC and NYSE rules and determined that no conflict of interest is or was raised by their work for the Compensation Committee.
COMPENSATION BENCHMARKING. In an effort to provide a competitive compensation package and to attract, motivate and retain a talented management team, the Compensation Committee studies market norms among our industry peers and references broad-based general industry and REIT compensation surveys for comparably sized companies. The Compensation Committee also considers the expertise and experience level of a given executive as well as individual, Company and market factors.

In setting 2019 compensation levels for senior executives, including each of the named executive officers, the Compensation Committee referenced median compensation levels at comparably sized general industry and real estate companies using a blend of two survey sources: (1) the TowersWatson CDB Executive Compensation Survey for companies with revenues of $1 billion to $3 billion; and (2) the NAREIT Compensation Survey for companies with total capitalization between $3 billion and $10 billion. Because our market capitalization relative to our revenue base is significantly larger than many general industry companies in the TowersWatson survey, the selection of a peer group based solely on revenue tends to create a negative bias in compensation benchmarks relative to the selection of a peer group based solely on market capitalization. To account for this bias, FW Cook calculated the median revenue-to-total-capitalization ratio for the companies in the S&P 400 Midcap Index (~0.45x times) and applied that ratio to our total capitalization to derive an adjusted revenue scope for the TowersWatson survey, which fell within the $1 billion to $3 billion revenue "bucket" within the survey.
For our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, the Compensation Committee also reviewed compensation practices and levels of our industry peer companies, as disclosed in each company’s annual proxy statement. These companies, listed below, are evaluated each year and chosen by the Compensation Committee as those most likely to be considered “operational competitors.”
 
Peer Companies
    Catchmark Timber TrustPope Resources
    PotlatchDeltic CorporationWeyerhaeuser

2020 Proxy Statement
23



PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
For 2019, target total direct compensation (consisting of base salary, target annual bonus and target long-term incentive award) levels for our named executive officers on average were generally consistent with the median of the compensation surveys discussed above.
COMPENSATION POLICIES AND GOVERNANCE PRACTICES
STOCK OWNERSHIP GUIDELINES. We believe that share ownership requirements help to further focus the senior leadership team on the long-term success of our businesses and the interests of our shareholders. All executives at the Vice President level and above are required to acquire and hold, within five years after taking such position, Rayonier shares with a value equal to a designated multiple of their base salary. In 2019, to further emphasize our ownership ethic and more strongly align the interests of management with long-term shareholder value, we increased our ownership requirements as multiples of base salary for our Chief Executive Officer from 6x to 8x, Chief Financial Officer from 2x to 4x, Senior Vice Presidents from 2x to 3x and Vice Presidents on the Senior Leadership Team from 1x to 2x as shown below:
 
PositionOwnership  Requirement
    Chief Executive Officer8x
    Executive Vice Presidents & Chief
Financial Officer
4x
    Senior Vice Presidents3x
    Vice Presidents on Senior
Leadership Team
2x
Vice Presidents1x

We also require that each independent director, within four years of joining our Board, maintain a minimum ownership interest in Rayonier at a level equal to four times the director’s annual equity retainer. Prior to satisfying his or her ownership requirement, a director or executive is prohibited from selling any Rayonier shares other than shares withheld or sold to satisfy taxes in connection with a performance share payout, restricted stock vesting or stock option exercise. All of our directors and executive officers have met or are on track to meet their ownership requirements within the required period.
PROHIBITION ON HEDGING AND PLEDGING SHARE OWNERSHIP. Our executive officers and directors are not permitted to hedge their economic exposure to our common shares, to hold their ownership interests in our common shares in a margin account or to otherwise pledge their common shares as collateral for a loan. A more detailed description of our prohibition on hedging and pledging is included in the “Share Ownership of Directors and Executive Officers” section on page 37 and is incorporated in this CD&A by reference.
TAX CONSIDERATIONS. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”) precludes a public corporation from taking a deduction for compensation in excess of $1 million for certain of our named executive officers. In reviewing and establishing our compensation program and payments, the Compensation Committee considers the anticipated tax treatment to Rayonier and the named executive officers. However, deductibility of compensation is only one factor that the Compensation Committee takes into account in setting executive compensation, and the Compensation Committee retains the flexibility to award compensation that is not deductible in its discretion.
CLAWBACK POLICY. We have an extensive “Clawback Policy” that provides the Compensation Committee discretion to recover incentive awards paid or outstanding in the event of a financial restatement or detrimental conduct. Detrimental conduct includes failure to comply with material policies of the Company, committing an illegal act in connection with the performance of a covered employees’ duties or taking any action or failing to take action which puts the Company at material risk. The financial restatement provision of the policy applies to Section 16 Officers and allows the Compensation Committee to recover the difference between the incentive-based awards paid and the value that would have been paid had the restated financial information been known at the time the award was paid. The detrimental conduct provision applies to a broader group of management and provides the Compensation Committee discretion to recover all or a portion of any incentive awards paid or outstanding during the prior 36 months.


24
Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, recommended to the Board that the CD&A be included in this Proxy Statement, which is incorporated by reference into the Company’s 2019 Annual Report on Form 10-K filed with the SEC.
The Compensation and Management Development Committee:
 
Scott R. Jones, ChairRichard D. Kincaid
Keith E. BassV. Larkin Martin
Blanche L. Lincoln
 











































2020 Proxy Statement
25



PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
SUMMARY COMPENSATION TABLE
This table discloses compensation for 2019, 2018 and 2017 for Rayonier’s Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers.
 
Name and  Principal
Position
YearSalaryBonusStock
Awards
(1) (2)
Option AwardsNon-Equity
Incentive Plan
Compensation
(3)
Change in Pension Value &
Non-Qualified Deferred
Compensation
Earnings
(4)
All Other Compensation
(5)
Total
David Nunes2019$775,000  —  $2,707,451  —  $1,008,470  —  $192,081  $4,683,002  
President & Chief2018$693,750  —  $2,496,488  —  $1,005,940  —  $122,320  $4,318,498  
Executive Officer2017$668,750  —  $1,917,101  —  $969,690  —  $107,250  $3,662,791  
Mark McHugh2019$463,750  —  $974,669  —  $362,070  —  $53,057  $1,853,546  
SVP & Chief2018$426,500  —  $721,191  —  $401,980  —  $48,012  $1,597,683  
Financial Officer2017$412,000  —  $629,907  —  $388,310  —  $37,824  $1,468,041  
Doug Long2019$390,000  —  $541,491  —  $304,490  $302,741  $37,719  $1,576,441  
SVP, Forest2018$355,000  —  $416,094  —  $283,110  —  $33,095  $1,087,299  
Resources2017$322,500  —  $383,414  —  $257,190  $301,065  $28,710  $1,292,879  
Chris Corr2019$350,000  —  $270,761  —  $182,170  $687  $39,625  $843,243  
SVP, Real Estate2018$347,500  —  $388,352  —  $182,910  $977  $44,173  $963,912  
Development2017$340,000  —  $383,414  —  $271,150  $709  $34,691  $1,029,964  
Mark Bridwell2019$352,750  —  $351,988  —  $201,970  —  $44,386  $951,094  
VP, General 2018$337,500  —  $360,616  —  $269,160  —  $42,020  $1,009,296  
Counsel & Corp2017$327,500  —  $356,030  —  $261,180  —  $38,767  $983,477  
Secretary

(1)Represents the aggregate grant date fair value for performance share and restricted stock unit awards, computed in accordance with FASB ASC Topic 718 granted in 2019, 2018 and 2017. For 2019, the Stock Awards column includes the grant date fair value of performance shares and restricted stock awards as follows:

Performance SharesRestricted Stock
Mr. Nunes  $1,707,451  $1,000,000  
Mr. McHugh  $614,674  $359,995  
Mr. Long  $341,497  $199,994  
Mr. Corr  $170,749  $100,013  
Mr. Bridwell  $221,981  $130,007  
Performance share payouts are based on market conditions and as such, the awards are valued using a Monte Carlo simulation model. A discussion of the assumptions used in calculating these values may be found in the “Incentive Stock Plans” section included in the notes to our financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2019, 2018 and 2017.
(2)For 2019, the following amounts reflect the grant date fair value of the performance share awards, assuming that the highest level of performance is achieved under the 2019 Performance Share Award Program: Mr. Nunes, $3,000,001; Mr. McHugh, $1,079,985; Mr. Long, $600,013; Mr. Corr, $300,006; and Mr. Bridwell, $390,021.
(3)Represents awards under the 2019, 2018 and 2017 bonus programs discussed in the CD&A beginning on page 16.
(4)
For Mr. Long, these amounts represent the annual change in actuarial present value of the participant’s pension benefit under the Company’s retirement plans. For 2018, Mr. Long’s aggregate change in pension value was negative. In accordance with SEC rules, the value shown in the table for 2018 is zero. Mr. Long’s actual change in pension value from December 31, 2017 to December 31, 2018 was $(133,018). For Mr. Corr, these amounts represent above market interest on nonqualified deferred compensation. Excess Base Salary and Annual Bonus Deferral account balances under our Excess Savings and Deferred Compensation Plan earn a rate of return equal to 10-Year Treasury Notes (adjusted monthly) plus 1.5 percent. Under SEC regulations, any returns on nonqualified deferred compensation in excess of 120% of the applicable federal long-term rate are considered above market interest and must be reported. 
26
Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
(5)For each year presented, these amounts include Company contributions to the Rayonier Investment and Savings Plan for Salaried Employees, our 401(k) Plan; Company contributions to the Rayonier Excess Savings and Deferred Compensation Plan; interest paid on dividend equivalents; relocation benefits and related tax gross-ups; and the costs of executive physical examinations. The amounts reflect 401(k) Plan Company contributions as follows: for 2019: Messrs. Nunes, McHugh, Long, Corr, and Bridwell, $18,480; for 2018: Messrs. Nunes, McHugh, Long, Corr, and Bridwell, $18,150; for 2017: Messrs. Nunes, McHugh, Long, Corr, and Bridwell, $17,820. The amounts reflect Excess Savings Company contributions as follows: for 2019: Mr. Nunes, $99,062, Mr. McHugh, $29,011, Mr. Long,$15,753, Mr. Corr, $16,692, and Mr. Bridwell, $22,566; for 2018: Mr. Nunes, $91,637, Mr. McHugh, $25,684, Mr. Long, $12,996, Mr. Corr, $22,681, and Mr. Bridwell, $21,363; for 2017: Mr. Nunes, $89,430, Mr. McHugh, $17,606, Mr. Long, $10,890, Mr. Corr, $16,871 and Mr. Bridwell, $20,947. The amount reflects interest paid on dividend equivalents associated with restricted stock and performance shares as follows: for 2019: Mr. Nunes, $74,539, Mr. McHugh, $5,566, Mr. Long, $3,340, Mr. Corr, $4,453, and Mr. Bridwell, $3,340; for 2018: Mr. Nunes, $12,533, Mr. McHugh, $4,178, Mr. Long, $1,880, Mr. Corr, $3,342, and Mr. Bridwell, $2,507; for 2017: Mr. McHugh, $2,398. All amounts reflect actual expenses incurred and paid by the Company in providing these benefits.

CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of David Nunes, our President and Chief Executive Officer (our “CEO”). For fiscal 2019:
The median of the annual total compensation of all employees of our Company (other than our CEO) was $106,120; and
The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $4,683,002.
Based on this information, for 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 44 to 1.
Because there was no change in our employee population or compensation arrangements in the past year that we believe would significantly impact the pay ratio disclosure, we used the same median employee identified in 2017 for our 2019 pay ratio.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we used the following methodology and material assumptions, adjustments and estimates:
We determined that, as of December 31, 2017, our employee population consisted of 345 employees, with 72% of these individuals located in the United States and 28% located in New Zealand. This population consisted of our full-time, part-time, and temporary employees. We selected December 31, 2017, as the date upon which we would identify the “median employee”.
To identify the median employee from our employee population, we compared the amount of salary paid in 2017, annual cash incentive compensation awarded in 2017, and the grant date fair value of equity awards granted in 2017 for each employee. In making this determination, we annualized the compensation of one part-time and 31 full-time employees who were hired in 2017 but did not work for us for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee.
Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2019 Summary Compensation Table included in this Proxy Statement.

2020 Proxy Statement
27



PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
GRANTS OF PLAN-BASED AWARDS
This table discloses potential payouts under the 2019 Rayonier Annual Bonus Program and the 2019 Performance Share Award Program along with 2019 restricted stock unit awards for our named executive officers.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)Estimated Future Payouts Under Equity Incentive Plan Awards (2)All Other Stock Awards: Number of Shares of Stock or Units (#) (3)Grant Date Fair Value of Stock Awards (4)
NameGrant
Date
Approval DateThres-
hold 
 Target  Maxi-
mum 
 Thres-
hold
(#)
Target
(#)
Maxi-
mum
(#)
David Nunes$387,500  $968,750  $1,453,125  
4/1/20192/21/201914,178  47,259  94,518  $1,707,451  
4/1/20192/21/201931,506  $1,000,000  
Mark McHugh$139,125  $347,813  $521,720  
4/1/20192/21/20195,104  17,013  34,026  $614,674  
4/1/20192/21/201911,342  $359,995  
Doug Long$117,000  $292,500  $438,750  
4/1/20192/21/20192,836  9,452  18,904  $341,497  
4/1/20192/21/20196,301  $199,994  
Chris Corr$70,000  $175,000  $262,500  
4/1/20192/21/20191,418  4,726  9,452  $170,749  
4/1/20192/21/20193,151  $100,013  
Mark Bridwell$77,605  $194,013  $291,020  
4/1/20192/21/20191,843  6,144  12,288  $221,981  
4/1/20192/21/20194,096  $130,007  
(1) Reflects potential awards under the 2019 Rayonier Annual Bonus Program. Awards can range from 0% to 150% of the target award. See the “Annual Bonus Program” section of the CD&A beginning on page 19. The actual amount earned by each named executive officer for 2019 is reflected in the Summary Compensation Table on page 26 under the “Non-Equity Incentive Plan Compensation” column.
(2) Reflects potential awards, in number of shares, under the 2019 Performance Share Award Program. Awards can range from 0% to 200% of the target award. Please refer to the “Performance Shares” section of the CD&A beginning on page 20.
(3) Reflects awards of time-based restricted stock units, in number of shares, under the 2019 Rayonier Incentive Stock Plan.
(4) Reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. Values for equity incentive plan awards subject to market conditions are valued using a Monte Carlo simulation model.


28
Rayonier Inc.


PROPOSAL NO. 2 — COMPENSATION DISCUSSION AND ANALYSIS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
This table discloses outstanding stock option, performance share and restricted stock/unit awards for the named executive officers as of December 31, 2019.
 
Option Awards
 
Stock Awards
 
Equity Incentive
Plan Awards
 
NameGrant DateNumber of
Securities
Underlying
Unexer-
cised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexer-
cised
Options
(#)
Unexer-
cisable (1)
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#) (2)
Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested
(4)
Number of
Unearned
Shares or
Units of
Stock
That Have
Not
Vested
(#) (3)
Market
Value of
Shares
or Units
That Have
Not
Vested
(4)
David Nunes4/1/201931,506(A)$1,032,137  94,518$3,096,410  
4/2/201819,385(B)$635,053  90,466$2,963,666