Rayonier Inc DEF 14A, filed Apr 1, 2026

Rayonier Inc (RYN)

DEF 14A 2026-04-01 For: 2026-05-14

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Added on June 12, 2026

About this DEF 14A

Rayonier Inc filed this DEF 14A on April 1, 2026.

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Mark D. McHugh						Mark R. Bridwell
President and Chief Executive Officer						Executive Vice President, General Counsel and Corporate Secretary


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


2026 PROXY SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			9
Election Process			9
Director Qualifications			9
Director Nominations			9
Information as to Nominees for Election to the Board of Directors			10
DIRECTOR COMPENSATION			13
Overview			13
2025 / 2026 Compensation Paid to Non-Management Directors			13
Director Compensation Table			14
CORPORATE GOVERNANCE			15
Corporate Governance Principles			15
Director Independence			15
Committees of the Board of Directors			15
Board Leadership Structure			17
Oversight of Risk			17
Oversight of Sustainability Strategy and Risks			18
Oversight of Executive Succession Planning			19
Non-Management Director Meetings			19
Board Self-Evaluation Process			19
Director Attendance at Annual Meeting of Shareholders			19
Communications with the Board			20
Director Nomination Process			20
Related Person Transactions			20
Standard of Ethics and Code of Corporate Conduct			20
Insider Trading Policy			20
Compensation Committee Interlocks and Insider Participation; Processes and Procedures			20
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			21
NAMED EXECUTIVE OFFICERS			21
COMPENSATION DISCUSSION AND ANALYSIS			22
EXECUTIVE SUMMARY			23
Our Compensation Philosophy			23
Say-On-Pay			23
Compensation Policies and Governance Practices Summary			23
COMPONENTS OF EXECUTIVE COMPENSATION			24
Base Salary			25
Annual Bonus Program			25
Long-Term Incentives			26
OTHER COMPENSATION INFORMATION			29
Executive Perquisites			29
Retirement Benefits			29
Post-Termination and Change in Control Benefits			29
DECISION-MAKING PROCESS			30
Role of the Compensation Committee, Management and Advisors			30
Compensation Benchmarking			31
Compensation Risk Assessment			31
COMPENSATION POLICIES AND GOVERNANCE PRACTICES			32
Stock Ownership Guidelines			32
Prohibition on Hedging and Pledging Share Ownership			32
Tax Considerations			32
Clawback Policy			32


REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE			33
SUMMARY COMPENSATION TABLE			34
CEO PAY RATIO			35
GRANTS OF PLAN-BASED AWARDS			36
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			37
OPTION EXERCISES AND STOCK VESTED			38
NONQUALIFIED DEFERRED COMPENSATION			38
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			39
PAY VERSUS PERFORMANCE			41
EQUITY COMPENSATION PLAN INFORMATION			43
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44
REPORT OF THE AUDIT COMMITTEE			45
Audit Committee Financial Expert			45
Information Regarding Independent Registered Public Accounting Firm			46
OWNERSHIP OF AND TRADING IN OUR SHARES			47
Share Ownership of Directors and Executive Officers			47
Share Ownership of Certain Beneficial Owners			48

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			49
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting			49
Annual Report			49
Delivery of Materials to Shareholders Sharing an Address			49
QUESTIONS AND ANSWERS			50
RAYONIER AUDIT COMMITTEE POLICIES AND PROCEDURES			A-1
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			B-1



OWN HIGH-QUALITY TIMBERLANDS, MANAGED WITH A LONG-TERM MINDSET			•Manage our timberlands to maximize net present value over the long-term •Properly balance biological growth, harvest cash flow and responsible stewardship

ACTIVE PORTFOLIO MANAGEMENT			•Conduct intensive analysis and due diligence to evaluate risks and upside potential •Continually upgrade our portfolio through selective acquisitions and dispositions

OPTIMIZE PORTFOLIO VALUE THROUGH DIFFERENTIATED REAL ESTATE PLATFORM			•Identify and monetize lands where premium valuations can be achieved •Selectively pursue entitlements and improvements to enhance long-term value

UNLOCK ASSET POTENTIAL THROUGH LAND-BASED SOLUTIONS			•Provide innovative solutions that support the transition to a low-carbon economy •Engage in lease agreements and other transactions that increase cash flow

PURSUE NIMBLE APPROACH TO CAPITAL ALLOCATION			•Employ a flexible approach with a view towards building long-term value per share •Evaluate a range of capital allocation alternatives and opportunistically pivot priorities

EMPLOY BEST-IN-CLASS STEWARDSHIP AND DISCLOSURE PRACTICES			•Maintain an ongoing commitment to responsible stewardship and sustainable forestry •Provide transparent disclosures and data regarding our long-term sustainability


☐			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



HOW WE ENGAGE			•In-person and telephonic meetings •Investor conferences •Our annual shareholder meeting •Periodic investor days and "teach-in" sessions

ENGAGEMENT IN 2025			•Participated in multiple investor conferences •Participated in numerous one-on-one investor calls and virtual meetings •Held our annual shareholder meeting •Hosted investor meetings with our Board Chair

KEY TOPICS OF DISCUSSION			•Financial performance •Business strategy and capital allocation priorities •Governance matters, including leadership succession •Various sustainability-related topics, including our Carbon and Sustainability Reports


			Our Board of Directors (“Board”) recommends that you vote “FOR” each of the director nominees.


NAME AND PRINCIPAL OCCUPATION		AGE	DIRECTOR SINCE	INDEPENDENT	OTHER PUBLIC COMPANY BOARDS	COMMITTEE MEMBERSHIP
						AUDIT	COMPENSATION & MANAGEMENT DEVELOPMENT	NOMINATING & CORPORATE GOVERNANCE
	Eric J. Cremers Executive Chairman, Rayonier Inc.	62	2026 ¶		—
	Scott R. Jones Retired President, Forest Capital Partners	67	2014 ⚑		—
	Keith E. Bass CEO, Mattamy Homes US; Managing Partner, Mill Creek Capital LLC	61	2017		1
	Linda M. Breard Retired Interim CFO, Impinj	56	2026		2
	Michael J. Covey Retired CEO, PotlatchDeltic Corp	68	2026		—
	Gregg A. Gonsalves Advisory Partner, Integrated Capital LLC	58	2022		1
	D. Mark Leland Retired Interim President and CEO, Deltic Timber Corporation	64	2026		2
	Mark D. McHugh President and CEO, Rayonier Inc.	50	2024		—
	Ann C. Nelson Retired Lead Audit Partner, KPMG LLP	66	2020		1
	Lenore M. Sullivan Retired Partner, Perella Weinberg Partners	68	2026		—
MEETINGS IN 2025		BOARD—15				10	7	4


			Our Board recommends that you vote “FOR” the non-binding advisory approval of the compensation of our named executive officers.



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


•			annual cash retainer of $65,000, 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, payable in equal quarterly installments;
•			annual cash retainers for the chairs of the Audit, Compensation and Nominating Committees of $20,000, $15,000 and $12,500, respectively, payable in equal quarterly installments;
•			an additional annual cash retainer for the Lead Independent Director of the Board of $30,000, payable in equal quarterly installments;4
•			an additional annual cash retainer for the Chair of the Board of $75,000, payable in equal quarterly installments;5 and
•			stock award equivalent to $125,000 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.


Name	Fees Earned or Paid in Cash ($)(3)			Stock Awards ($) (1)	All Other Compensation ($)	Total ($)
Bass, Keith E.		(2)		212,460	—	212,460
Gonsalves, Gregg A.		86,000		125,011	—	211,011
Jones, Scott R.		152,500		125,011	—	277,511
Martin, V. Larkin		77,500		125,011	—	202,511
McHugh, Mark		—	(4)	—	—	—
Moore, Meridee A.		96,000	(3)	125,011	—	221,011
Nelson, Ann C.		106,000	(3)	125,011	—	231,011
Rivers, Matthew J.		83,500		125,011	—	208,511
Wiltshire, Andrew G.		83,500		125,011	—	208,511


(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 20 “Incentive Stock Plans” included in the notes to financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. All awards include the May 2025 awards of 5,170 shares of restricted stock to each director vesting immediately upon issuance of the grant, and which shares shall be required to be held until the earlier of four years from the grant or the departure of a director from Rayonier.
(2)			Mr. Bass elected to receive his cash payments for 2025 in shares in lieu of cash. On February 28, 2025, he was awarded 825 shares at a price of $26.49 per share; on May 30, 2025, he was awarded 923 shares at a price of $23.70 per share; on August 29, 2025, he was awarded 832 shares at a price of $26.28 per share; and on November 28, 2025, he was awarded 984 shares at a price of $22.21 per share.
(3)			Includes $20,000 in Audit Chair fees for Ms. Nelson, $15,000 in Compensation Chair fees for Mr. Bass; $12,500 in Nominating and Corporate Governance Chair fees for Ms. Moore; and $75,000 in Non-Executive Chairman fees for Mr. Jones.
(4)			Mr. McHugh, the Chief Executive Officer of the Company since April 1, 2024, was not compensated for serving as a director during 2025. See the Summary Compensation Table on page 34 for compensation information relating to Mr. McHugh during 2025.


☐			Preliminary Proxy Statement


☒			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material Pursuant to §240.14a-12


•			Providing independent oversight of the Company's management and affairs on behalf of the Company's shareholders to support the effectiveness and independence of the Board;
•			Acting as a resource for, and counsel to, the Chairman, and presiding over meetings of the Board in the absence of the Chairman;
•			Calling, setting agendas for and presiding over executive sessions of the independent directors and communicating the results of such sessions to the Chairman or Chief Executive Officer, as appropriate;
•			Facilitating communication and discussion among the independent directors on key issues and concerns outside of Board meetings, as well as Facilitating communications and serving as the principal liaison between the Company's management (and the Chairman, as applicable) and the independent directors;
•			Providing input on composition, size, membership, leadership, structure and oversight responsibilities of the Board and Committees, as part of the Board's and the Nominating Committee's periodic reviews of such matters; and
•			Representing the Board in communications with shareholders and other stakeholders where necessary and appropriate for the Board to respond on matters independently from the Company's management.


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, legal and compliance risks. The Board has also given the Audit Committee primary responsibility for overseeing the Company’s ERM program and the ERM Committee. With this responsibility, the Audit Committee monitors the Company’s significant business risks, including financial, operational, privacy, cybersecurity, business continuity, legal, 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. The Compensation Committee also oversees an annual risk assessment of the Company’s compensation policies and practices that is prepared by the ERM Committee.
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 sustainability-related risks, including climate-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 risk identification and 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.


Name			Title (as of 12/31/2025)
Mark D. McHugh			President and Chief Executive Officer
April J. Tice(1)			Senior Vice President and Chief Financial Officer
Douglas M. Long(2)			Executive Vice President and Chief Resource Officer
W. Rhett Rogers(1)			Senior Vice President, Portfolio Management
Mark R. Bridwell(1)			Senior Vice President, General Counsel and Corporate Secretary


(1)			Upon the completion of the merger on January 30, 2026, Ms. Tice was appointed as Senior Vice President and Chief Accounting Officer, Mr. Rogers was appointed as Executive Vice President, Land Resources and Mr. Bridwell was appointed as Executive Vice President, General Counsel & Corporate Secretary.
(2)			As a result of the merger, Mr. Long was involuntarily terminated effective February 13, 2026.



CD&A TABLE OF CONTENTS
EXECUTIVE SUMMARY			Page 23
○ Our Compensation Philosophy			Page 23
○ Say-on-Pay			Page 23
○ Compensation Policies and Governance Practices Summary			Page 23
COMPONENTS OF EXECUTIVE COMPENSATION			Page 24
○ Base Salary			Page 25
○ Annual Bonus Program			Page 25
○ Long-Term Incentives			Page 26
OTHER COMPENSATION INFORMATION			Page 29
○ Executive Perquisites			Page 29
○ Retirement Benefits			Page 29
○ Post-Termination and Change in Control Benefits			Page 29
○ 2026 Compensation Arrangements			Page 30
DECISION-MAKING PROCESS			Page 30
○ Role of the Compensation Committee, Management and Advisors			Page 30
○ Compensation Benchmarking			Page 31
○ Compensation Risk Assessment			Page 31
COMPENSATION POLICIES AND GOVERNANCE PRACTICES			Page 32
○ Stock Ownership Guidelines			Page 32
○ Prohibition on Hedging and Pledging Share Ownership			Page 32
○ Tax Considerations			Page 32
○ Clawback Policy			Page 32
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE			Page 33


	WHAT WE DO		WHAT WE DON’T DO
ü	Pay for performance with focus on long-term value creation	O	No hedging or pledging of Company stock
		O	No single-trigger change in control provisions for equity awards
ü	Maintain robust share ownership requirements
		O	No excise tax gross-ups
ü	Maintain a comprehensive clawback policy	O	No excessive executive perquisites
ü	Avoid compensation practices that encourage inappropriate risk

ü	Engage an independent compensation consultant and conduct an annual compensation review
ü	Maintain an independent Compensation Committee
ü	Cap performance share awards payable if total shareholder return for the period is negative


Named Executive Officer			Base Salary (Effective 4/1/24)
Mark McHugh			$800,000
April Tice			$425,000
Doug Long			$550,000
Rhett Rogers			$450,000
Mark Bridwell			$440,000


	Threshold	Target	Maximum
Adjusted EBITDA Performance (70%)
Percentage of Budgeted Adjusted EBITDA Achieved	80% of Budget	Budget	110% of Budget
Bonus Pool Funding Level	35% of Target Awards	70% of Target Awards	105% of Target Awards
Strategic Objectives / Quality of Earnings Assessment (30%)
Bonus Pool Funding Level	0% of Target Awards	30% of Target Awards	45% of Target Awards
Total	35% of Target Awards	100% of Target Awards	150% of Target Awards


Named Executive Officer	2025 Performance Shares Target Value (1)	2025 Restricted Stock Units Target Value (1)	Total Long-Term Incentive Target Value
Mark McHugh	$1,415,000	$1,415,000	$2,830,000
April Tice	$375,000	$375,000	$750,000
Doug Long	$512,500	$512,500	$1,025,000
Rhett Rogers	$387,500	$387,500	$775,000
Mark Bridwell	$287,500	$287,500	$575,000


Percentile Rank			Payout Level (Expressed As Percent of Target Award Shares)
75th and Above			175%
51st – 74th			100% (plus 3% for each incremental percentile position over the 50th Percentile)
50th			100%
26th – 49th			50% (plus 2% for each incremental percentile position over the 25th Percentile)
25th			50%
Below 25th			0%


Performance Share Peer Group
PotlatchDeltic Corporation (5x)	Weyerhaeuser (5x)
Acadia Realty Trust	DiamondRock Hospitality Company	InvenTrust Properties Corp.	Regency Centers Corporation
Agree Realty Corporation	Digital Realty Trust, Inc.	Invitation Homes Inc.	Rexford Industrial Realty, Inc.
Alexander & Baldwin, Inc.	Diversified Healthcare Trust	Iron Mountain Incorporated	RLJ Lodging Trust
Alexander's, Inc.	Douglas Emmett, Inc.	JBG SMITH Properties	Ryman Hospitality Properties, Inc.
Alexandria Real Estate Equities, Inc.	Easterly Government Properties, Inc.	Kilroy Realty Corporation	Sabra Health Care REIT, Inc.
Alpine Income Property Trust, Inc.	EastGroup Properties, Inc.	Kimco Realty Corporation	Safehold Inc.
American Assets Trust, Inc.	Elme Communities	Kite Realty Group Trust	Saul Centers, Inc.
American Healthcare REIT, Inc.	Empire State Realty Trust, Inc.	Lamar Advertising Company	SBA Communications Corporation
American Homes 4 Rent	EPR Properties	Lineage, Inc.	Service Properties Trust
American Tower Corporation	Equinix, Inc.	LTC Properties, Inc.	Sila Realty Trust, Inc.
Americold Realty Trust, Inc.	Equity LifeStyle Properties, Inc.	LXP Industrial Trust	Simon Property Group, Inc.
Apartment Investment and Management Company	Equity Residential	Medical Properties Trust, Inc.	SITE Centers Corp.
Apple Hospitality REIT, Inc.	Essential Properties Realty Trust, Inc.	Mid-America Apartment Communities, Inc.	SL Green Realty Corp.
Armada Hoffler Properties, Inc.	Essex Property Trust, Inc.	National Health Investors, Inc.	STAG Industrial, Inc.
AvalonBay Communities, Inc.	Extra Space Storage Inc.	National Storage Affiliates Trust	Summit Hotel Properties, Inc.
Braemar Hotels & Resorts Inc.	Farmland Partners Inc.	Net Lease Office Properties	Sun Communities, Inc.
Brandywine Realty Trust	Federal Realty Investment Trust	NETSTREIT Corp.	Sunstone Hotel Investors, Inc.
Brixmor Property Group Inc.	First Industrial Realty Trust, Inc.	NexPoint Diversified Real Estate Trust	Tanger Inc.
Broadstone Net Lease, Inc.	Four Corners Property Trust, Inc.	NexPoint Residential Trust, Inc.	Terreno Realty Corporation
BRT Apartments Corp.	FrontView REIT, Inc.	NNN REIT, Inc.	The Macerich Company
BXP, Inc.	Gaming and Leisure Properties, Inc.	Omega Healthcare Investors, Inc.	UDR, Inc.
Camden Property Trust	Getty Realty Corp.	One Liberty Properties, Inc.	UMH Properties, Inc.
CareTrust REIT, Inc.	Gladstone Commercial Corporation	Orion Properties Inc.	Uniti Group Inc.
CBL & Associates Properties, Inc.	Gladstone Land Corporation	OUTFRONT Media Inc.	Universal Health Realty Income Trust
Centerspace	Global Medical REIT Inc.	Park Hotels & Resorts Inc.	Urban Edge Properties
Chatham Lodging Trust	Global Net Lease, Inc.	Peakstone Realty Trust	Ventas, Inc.
City Office REIT, Inc.	Healthcare Realty Trust Incorporated	Pebblebrook Hotel Trust	Veris Residential, Inc.
Community Healthcare Trust Incorporated	Healthpeak Properties, Inc.	Phillips Edison & Company, Inc.	VICI Properties Inc.
COPT Defense Properties	Highwoods Properties, Inc.	Piedmont Office Realty Trust, Inc.	Vornado Realty Trust
Cousins Properties Incorporated	Host Hotels & Resorts, Inc.	Plymouth Industrial REIT, Inc.	W. P. Carey Inc.
Crown Castle Inc.	Hudson Pacific Properties, Inc.	Postal Realty Trust, Inc.	Welltower Inc.
CTO Realty Growth, Inc.	Independence Realty Trust, Inc.	Prologis, Inc.	Whitestone REIT
CubeSmart	Industrial Logistics Properties Trust	Public Storage	Xenia Hotels & Resorts, Inc.
Curbline Properties Corp.	Innovative Industrial Properties, Inc.	Realty Income Corporation


•			the Rayonier Investment and Savings Plan for Salaried Employees (our 401(k) plan);
•			the Rayonier Inc. Supplemental Savings Plan;
•			the Rayonier Salaried Retiree Medical Plan.


Position			Ownership Requirement
Chief Executive Officer			8x
President			6x
Executive Vice Presidents & Chief Financial Officer			4x
Senior Vice Presidents			3x
Vice Presidents			2x


Keith E. Bass, Chair			D. Mark Leland
Scott R. Jones			Gregg A. Gonsalves
Linda M. Breard


Name and Principal Position	Year	Salary			Bonus	Stock Awards (1) (2)		Non-Equity Incentive Plan Compensation (3)		Change in Pension Value & Non-qualified Deferred Compensation Earnings (4)			All Other Compensation (5)			Total
Mark McHugh	2025		$	800,000	—	$	3,058,120	$	1,475,001		—			$	124,595	$	5,457,716
President & Chief	2024		$	742,500	—	$	2,911,666	$	1,008,872		—			$	88,169	$	4,751,207
Executive Officer	2023		$	565,000	—	$	1,386,461	$	598,901		—			$	70,947	$	2,621,309
April Tice	2025		$	425,000	—	$	810,432	$	626,876		—			$	57,378	$	1,919,686
SVP & Chief	2024		$	397,500	—	$	720,183	$	432,083		—			$	40,346	$	1,590,112
Accounting Officer	2023		$	311,250	—	$	266,643	$	164,963		—			$	27,594	$	770,450
Doug Long	2025		$	550,000	—	$	1,107,645	$	811,251		—			$	68,373	$	2,537,269
Former EVP & Chief	2024		$	531,250	—	$	1,054,585	$	577,469		—			$	65,231	$	2,228,535
Resource Officer	2023		$	471,250	—	$	906,559	$	499,526		$	306,656		$	57,138	$	2,241,129
Rhett Rogers	2025		$	450,000	—	$	837,440	$	663,750		—			$	51,650	$	2,002,840
EVP, Land	2024		$	443,750	—	$	745,906	$	482,357		—			$	49,362	$	1,721,375
Resources	2023		$	421,250	—	$	693,231	$	312,568		$	66,660		$	44,998	$	1,538,707
Mark Bridwell	2025		$	440,000	—	$	621,374	$	486,751		—			$	51,207	$	1,599,332
EVP, General	2024		$	436,250	—	$	591,567	$	308,233		—			$	49,814	$	1,385,864
Counsel & Corp	2023		$	421,250	—	$	586,601	$	267,915		—			$	46,701	$	1,322,467
Secretary


	Performance Shares			Restricted Stock Units
Mr. McHugh		$	1,643,110		$	1,415,010
Ms. Tice		$	435,440		$	374,992
Mr. Long		$	595,131		$	512,514
Mr. Rogers		$	449,952		$	387,489
Mr. Bridwell		$	333,860		$	287,513


			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, 2025, 2024 and 2023.
(2)			For 2025, 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 2025 Performance Share Award Program: Mr. McHugh, $2,476,268; Ms. Tice, $656,235, Mr. Long, $896,899; Mr. Rogers, $678,105; and Mr. Bridwell, $503,148.
(3)			Represents amounts earned under the 2025, 2024 and 2023 bonus programs discussed in the CD&A beginning on page 22.


(4)			For Messrs. Long and Rogers, these amounts represent the annual change in actuarial present value of the participant’s pension benefit under the Company’s retirement plans. As of December 31, 2024, there was no remaining liability under these retirement plans. In October 2023, Mr. Long began receiving monthly pension payments which totaled $21,981 for 2024 and $16,486 for 2023. The actual change in pension value from December 31, 2023 to December 31, 2024 for Mr. Long was $(87,886) and for Mr. Rogers was $(57,515).
(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; and the costs of executive physical examinations. The amounts reflect 401(k) Plan Company contributions as follows: for 2025: Messrs. McHugh, Long, Rogers, Bridwell and Ms. Tice: $23,100 and for Mr. Rogers, this includes a "true-up" matching contribution which was earned in fiscal 2025 but, per the terms of the Plan, was deposited into his account in early 2026; for 2024: Messrs. McHugh, Long, Rogers, and Bridwell: $22,770, and $21,674 for Ms. Tice; for 2023: Messrs. McHugh, Long, Rogers, and Bridwell: $21,780, and $20,633 for Ms. Tice; The amounts reflect Excess Savings Company contributions as follows: for 2025: Mr. McHugh, $96,286, Ms. Tice, $33,468, Mr. Long, $40,919, Mr. Rogers, $25,165, and Mr. Bridwell, $26,283; for 2024: Mr. McHugh, $54,582, Ms. Tice, $16,086, Mr. Long, $36,270, Mr. Rogers, $21,521, and Mr. Bridwell, $23,705; for 2023: Mr. McHugh, $42,284, Ms. Tice, $3,933, Mr. Long, $31,451, Mr. Rogers, $19,848, and Mr. Bridwell, $22,317. The amount reflects interest paid on dividend equivalents associated with performance shares as follows: for 2025: Mr. McHugh, $4,861, Ms. Tice, $810, Mr. Long, $2,836, Mr. Rogers, $2,025, and Mr. Bridwell, $1,823; for 2024: Mr. McHugh, $8,457, Ms. Tice, $1,291, Mr. Long, $4,896, Mr. Rogers, $3,561, and Mr. Bridwell, $3,339; for 2023: Mr. McHugh, $6,883, Ms. Tice, $1,005, Mr. Long $3,907, Mr. Rogers, $2,604, and Mr. Bridwell, $2,604. All amounts reflect actual expenses incurred and paid by the Company in providing these benefits.


•			The median of the annual total compensation of all employees of our Company (other than our CEO) was $119,742; and
•			The annual total compensation of our CEO was $5,457,716. This amount was calculated based on his Summary Compensation Table total above.


•			We determined that, as of December 31, 2025, our employee population consisted of 285 employees, with 100% of these individuals located in the United States. This population consisted of our full-time and part-time employees. We selected December 31, 2025 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 2025, the annual cash incentive compensation awarded for 2025, and the grant date target award value of equity awards granted in 2025 for each employee. In making this determination, we annualized the compensation of 15 full-time employees who were hired in 2025 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K using the same calculation for annual total compensation as is used for the Summary Compensation Table.
•			With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of Summary Compensation Table above.