🧾 What This Document Is

This is Rayonier's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Shareholders. It's essentially a voter's guide. Before shareholders can vote, the company is required to provide them with detailed information about what they're voting on, who is running the company, and how executives are paid. The meeting will be held on May 14, 2026.

🏢 What The Company Does

👉 In simple terms, Rayonier is a timber REIT (Real Estate Investment Trust). They own and manage over 4 million acres of timberland in the U.S. South and Northwest. Their business is growing trees, selling timber, and also finding the best use for their land—whether that's selling it for development, building homes and commercial properties, or exploring new "land-based solutions" like carbon projects. They also operate 6 sawmills and a plywood mill.

💰 Financial Highlights (2025)

Rayonier reported a solid year, driven significantly by its real estate business.

Net Income: $474.4 million (or $3.03 Earnings Per Share).
Cash from Operations: $256.7 million.
Key Metric - Adjusted EBITDA: $248.0 million (a non-GAAP measure the company uses to evaluate performance).
- Real Estate Segment: A record year with $127.1 million Adjusted EBITDA.
- Southern Timber: $130.1 million.
- Pacific Northwest Timber: $23.7 million.

🚀 The Big Move: Merger with PotlatchDeltic

The most significant event was completing a "merger of equals" with PotlatchDeltic Corporation on January 30, 2026.

Why it Matters: This was transformative. It roughly doubled Rayonier's timberland portfolio and added an integrated wood products manufacturing business (PotlatchDeltic owns sawmills and a tissue paper mill). The combined company is a much larger player in the timber and land resources industry.
Impact on This Vote: The merger brought new directors from PotlatchDeltic onto the board and led to executive role changes. The filing details how equity awards were handled post-merger.

👥 Board & Governance

Shareholders are asked to elect 10 directors. The board emphasizes independence and refreshment.

Independence: 8 of the 10 nominees are independent. All committee members are independent.
Board Refreshment: 5 new non-management directors have joined since 2021, representing significant refreshment.
Leadership Structure: Eric J. Cremers is the Executive Chairman (not independent). Scott R. Jones serves as the Lead Independent Director, providing oversight.
Committees: Key committees are Audit, Compensation & Management Development, and Nominating & Corporate Governance. Each has distinct oversight roles for risks (financial, compensation, governance/sustainability).

⚖️ Executive Compensation (Say-on-Pay)

Proposal 2 is a non-binding vote to approve executive pay. Rayonier's philosophy is "pay for performance," with a majority of pay being "at risk" and tied to company performance.

2025 Bonuses: Funded at 147.5% of target due to strong Adjusted EBITDA (110.9% of budget) and successful execution of major strategic initiatives (merger announcement, New Zealand divestiture, restructuring).
Long-Term Incentives (2025): Split 50/50 between:
- Performance Shares: Payout based on Total Shareholder Return (TSR) vs. a peer group of REITs (with extra weight on timber competitors). Capped if TSR is negative.
- Time-Based Restricted Stock Units (RSUs): Vest over 4 years.
Key Governance Practices: They prohibit hedging and pledging of company stock by executives/directors, have a clawback policy, and maintain robust stock ownership guidelines.

🔮 What's Next & Strategic Priorities

With the PotlatchDeltic merger closed, the focus is on integration and execution.

Integration: The combined team is "diligently advancing the integration" following the January 30, 2026, closing.
Ongoing Strategy: They will continue to focus on their five strategic priorities:
1. Owning and managing high-quality timberlands.
2. Active portfolio management (buying/selling assets).
3. Optimizing real estate value.
4. Unlocking asset potential through land-based solutions (e.g., carbon).
5. Maintaining a flexible approach to capital allocation.

🌍 Sustainability & Risk Oversight

As a landowner, sustainability and long-term stewardship are core to Rayonier's business model.

Certifications: All timberland is managed to SFI® and FSC® certification standards, verified by third-party audits.
Board Oversight: The Nominating Committee has primary responsibility for overseeing sustainability risks (like climate, diversity, safety) and referring them to the appropriate board committee (e.g., Audit Committee oversees cybersecurity).
Climate: The company evaluates climate impacts on forest health and considers climate-related opportunities and risks in its long-term strategies.

🧠 The Analogy

Voting on this proxy is like being a co-owner of a large forest. You're reviewing the plan for the year, checking on the health of the trees (financials), approving the new partner who just merged their forest with yours (PotlatchDeltic), deciding if the forestry managers (executives) deserve their bonuses based on how well they grew the forest's value, and electing the board of trustees who will oversee the land for years to come.

📇 Key Contacts & People

Mark D. McHugh - President and Chief Executive Officer
Mark R. Bridwell - Executive Vice President, General Counsel and Corporate Secretary
Eric J. Cremers - Executive Chairman of the Board
Scott R. Jones - Lead Independent Director
Investor Relations Department - Point of contact for shareholder interaction. Website: www.rayonier.com
Corporate Secretary - For communications with the Board. Address: Rayonier Inc., c/o Corporate Secretary, 1 Rayonier Way, Wildlight, Florida 32097.

🧩 Final Takeaway

This proxy is about shareholders approving the post-merger direction of a significantly larger Rayonier. The key votes are to elect a refreshed board, endorse the executive pay structure that rewarded strong 2025 performance, and ratify the auditor. The successful merger integration will be the dominant theme shaping the company's next chapter.

RAYONIER INC — DEF 14A Filing