DEF 14A of Rayonier Inc, Apr 3, 2024

DEF 14A of Rayonier Inc

Filed Apr 3, 2024 · FY20230000052827-24-000052

Open on EDGAR

  1. TABLE OF CONTENTS

    | 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 | | PENSION BENEFITS | 39 | | NONQUALIFIED DEFERRED COMPENSATION | 40 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 41 | | PAY VERSUS PERFORMANCE | 43 | | EQUITY COMPENSATION PLAN INFORMATION | 46 | | PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 47 | | REPORT OF THE AUDIT COMMITTEE | 48 | | Audit Committee Financial Expert | 48 | | Information Regarding Independent Registered Public Accounting Firm | 49 | | OWNERSHIP OF AND TRADING IN OUR SHARES | 50 | | Share Ownership of Directors and Executive Officers | 50 | | Share Ownership of Certain Beneficial Owners | 51 | | GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING | 52 | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting | 52 | | Annual Report | 52 | | Delivery of Materials to Shareholders Sharing an Address | 52 | | QUESTIONS AND ANSWERS | 53 | | RAYONIER AUDIT COMMITTEE POLICIES AND PROCEDURES | A-1 | | RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | B-1 |

  2. average shareholder approval over the last five years

    average shareholder approval over the last five years PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  3. average shareholder approval over the last five years

    | | Our Board recommends that you vote “FOR” the ratification of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2024. |

  4. average shareholder approval over the last five years

    We are seeking shareholder ratification of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2024. Please refer to page 47 for additional information. 2 For the period of 2023-2024, the board is comprised of ten members.

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    | 2024 Proxy Statement | 7 |

  6. average shareholder approval over the last five years

    ELECTION PROCESS The Board held twelve (12) meetings during fiscal year 2023. During fiscal year 2023, all directors attended at least 75% of all Board meetings and all committee meetings 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 to serve as directors until the 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified. 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, director nominees may not stand for election after they have reached the age of 73. 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 the Company. 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 2025 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.

  7. average shareholder approval over the last five years

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

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    | 8 | Rayonier Inc. |

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    INFORMATION AS TO NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

  10. average shareholder approval over the last five years

    | | | Scott R. Jones Needham, Massachusetts Age: 65 Director Since: 2014 | Board Committees: | | Other public directorships: | | | | | | • | Chair of the Board3 | • | None | | | | | • | Compensation | | | | | | | • | Nominating | | | | | | | 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 help the Board with investment decisions and to oversee the management of the Company’s forest resources and real estate businesses. | | | | | | |

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    | | | Keith E. Bass Tampa, Florida Age: 59 Director Since: 2017 | Board Committees: | | Other public directorships: | | | | | | • | Chair of Compensation | • | Xenia Hotels and Resorts | | | | | Professional Highlights: | | | | | | | | CEO of Mattamy Homes US since 2020 and 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 with more than $2 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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    | | | Gregg A. Gonsalves Davie, Florida Age: 56 Director Since: 2022 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | RREEF Property Trust, Inc. | | | | | • | Compensation | | | | | | | Professional Highlights: | | | | | | | | Advisory Partner at Integrated Capital, LLC, a leading, hotel-focused, private real estate advisory and investment firm, since 2013; Goldman, Sachs & Co. from 1993-2011, most recently as the Partner responsible for Goldman’s Real Estate Mergers & Acquisitions Business | | | | | Mr. Gonsalves brings substantial experience and expertise in capital markets and mergers and acquisitions across a variety of industries, with particular expertise in the REIT sector. | | | | | | |

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    3 After the 2024 Annual Meeting, Mr. Jones will be appointed Chairman of the Board as a non-executive and independent director provided he is elected to a new one year term.

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    | 2024 Proxy Statement | 9 |

  15. average shareholder approval over the last five years

    | | | V. Larkin Martin Courtland, Alabama Age: 60 Director Since: 2007 | Board Committees: | | Other public directorships: | | | | | | • | Compensation | • | Truxton Trust | | | | | • | Nominating | | | | | | | 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. | | | | | | |

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    | | Mark D. McHugh Tampa, Florida Age: 48 Director Since: 2024 | Board Committees: | | Other public directorships: | | | | | • | None | • | None | | | | Professional Highlights: | | | | | | | President, Chief Executive Officer and Director of the Company since 2024; President and Chief Financial Officer of the Company from 2023 to 2024; Senior Vice President and Chief Financial Officer of the Company from 2014 to 2023 | | | | | Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors. He joined Rayonier from Raymond James, where he served as Managing Director in the Real Estate Investment Banking group, responsible for the firm's timberland and agriculture sector coverage. Prior to Raymond James, he worked in the Investment Banking division of Credit Suisse, focused on the paper and forest products sectors. | | | | | |

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    | | | Meridee A. Moore San Francisco, California Age: 66 Director Since: 2021 | Board Committees: | | Other public directorships: | | | | | | • | Chair of | • | None | | | | | | Nominating | | | | | | | • | Audit | | | | | | | Professional Highlights: | | | | | | | | Founder, Senior Managing Member and Chief Investment Officer of Watershed Asset Management, LLC, since 2002; Partner and Portfolio Manager of Farallon Capital Management, L.L.C. from 1992 to 2002; held various positions in the Investment Banking Division of Lehman Brothers from 1985 to 1991 | | | | | Ms. Moore has more than 25 years of principal investing experience in public and private equity and debt, real estate and other complex assets and financings. She has served on several public company boards in the real estate, finance and utilities industries. Ms. Moore has also served on or chaired public company audit, compensation and nominating and governance committees. | | | | | | |

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    | 10 | Rayonier Inc. |

  19. average shareholder approval over the last five years

    | | | Ann C. Nelson Boise, Idaho Age: 64 Director Since: 2020 | Board Committees: | | Other public directorships: | | | | | | • | Chair of Audit | • | Clearwater Paper Corporation | | | | | • | Compensation | | | | | | | 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, including Weyerhaeuser Company, Plum Creek Timber Company, Inc. and Potlatch Corporation | | | | | Ms. Nelson brings expertise to the Board in areas of auditing, accounting and financial reporting, internal controls and corporate governance. In addition, she has 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 REITs. | | | | | | |

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    | | | Matthew J. Rivers Bembridge, Isle of Wright, UK Age: 66 Director Since: 2021 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | None | | | | | • | Nominating | | | | | | | Professional Highlights: | | | | | | | | Part-time Forestry Advisor at Drax Group since 2022; part-time Director of Alternative Fuel Origination from 2020 to 2022; Group Special Advisor, from 2017 to 2020; held various positions, including Director of Fuel Procurement and Director Corporate Affairs with Drax plc, from 2011 to 2017; Executive Chairman of the upstream supply business in the USA, Drax Biomass International, from 2011 to 2016 | | | | | Mr. Rivers brings international experience in forest management, timber markets, biomass supply chain development, energy and forest related sustainability, public affairs and communications. | | | | | | |

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    | | | Andrew G. Wiltshire Blenheim, New Zealand Age: 66 Director Since: 2015 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | None | | | | | • | Nominating | | | | | | | Professional Highlights: | | | | | | | | Founding Partner of Folium Capital LLC since 2016; management and governance of a private orchard, farming and forestry company 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. | | | | | | |

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    | 2024 Proxy Statement | 11 |

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION OVERVIEW The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. When 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 Compensation 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 32 under “Stock Ownership Guidelines.” 2023 / 2024 COMPENSATION PAID TO NON-MANAGEMENT DIRECTORS Non-management director compensation is set by the Board at the recommendation of the Compensation Committee. For the 2023-2024 period, each non-management director received and/or earned the following cash compensation (prorated for partial year service, as applicable):

  24. DIRECTOR COMPENSATION

    | • | 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 $18,000, $12,000 and $10,000, respectively, payable in equal quarterly installments; | | • | an additional annual cash retainer for the Chair of the Board of $75,000, payable in equal quarterly installments; and | | • | restricted stock award equivalent to $116,000 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. |

  25. DIRECTOR COMPENSATION

    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 73 or the conclusion of the director’s term or upon termination as a director, if prior to age 73. 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.

  26. DIRECTOR COMPENSATION

    | 12 | Rayonier Inc. |

  27. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION TABLE The following table provides compensation information for the one-year period ended December 31, 2023 for all individuals serving on our Board at any time during 2023.

  28. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Bass, Keith E. | | 84,500.00(2) | 116,013.87 | — | 200,513.87 | | Fraser, Dod A. | | 161,000.00(2) | 116,013.87 | — | 277,013.87 | | Gonsalves, Gregg A. | | 75,102.74 | 172,020.71 | — | 247,123.45 | | Jones, Scott R. | | 77,500.00 | 116,013.87 | — | 193,513.87 | | Martin, V. Larkin | | 77,500.00 | 116,013.87 | — | 193,513.87 | | Moore, Meridee A. | | 93,500.00(2) | 116,013.87 | — | 209,513.87 | | Nelson, Ann C. | | 104,000.00(2) | 116,013.87 | — | 220,013.87 | | Nunes, David L.(3) | | — | — | — | — | | Rivers, Matthew J. | | 83,500.00 | 116,013.87 | — | 199,513.87 | | Wiltshire, Andrew G. | | 83,500.00 | 116,013.87 | — | 199,513.87 |

  29. DIRECTOR COMPENSATION

    | (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 19 “Incentive Stock Plans” included in the notes to financial statements in our 2023 Annual Report on Form 10-K. Stock awards reflect the January 2023 award of 1,564 shares of restricted stock to Mr. Gonsalves and the May 2023 awards of 3,871 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) Includes $18,000.00 in Audit Chair fees for Ms. Nelson; $12,000.00 in Compensation Chair fees for Mr. Bass; $10,000.00 in Nominating and Corporate Governance Chair fees for Ms. Moore; and $75,000.00 in Non-Executive Chairman fees for Mr. Fraser. | | (3) Mr. Nunes, as an executive officer of Rayonier, was not compensated for service as a director in 2023. See the Summary Compensation Table on page 34 for compensation information relating to Mr. Nunes during 2023. |

  30. DIRECTOR COMPENSATION

    | 2024 Proxy Statement | 13 |

  31. 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 seek to offer total compensation opportunities competitive with the markets in which we compete for talent, with an emphasis on long-term incentive compensation. When establishing an executive's target pay opportunity, our Compensation Committee considers market median statistics from survey benchmarks, as well as target pay levels for similarly situated executives at our direct timber REIT competitors, among other factors. 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 96.8% of the votes cast in favor of our compensation programs and practices. COMPENSATION POLICIES AND GOVERNANCE PRACTICES SUMMARY.

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | | WHAT WE DO | | WHAT WE DON’T DO | | ✓ | Pay for performance with focus on long-term value creation | • | No employment agreements | | | | • | No single-trigger change in control provisions for equity awards | | ✓ | Maintain robust share ownership requirements | | | | | | • | No excise tax gross-ups | | ✓ | Maintain a comprehensive clawback policy | • | No hedging or pledging of Company stock | | ✓ | Avoid compensation practices that encourage inappropriate risk | • | No excessive executive perquisites | | | | • | No repricing of underwater options | | ✓ | Engage an independent compensation consultant and conduct an annual compensation review | | | | ✓ | Maintain an independent Compensation Committee | | | | ✓ | Cap performance share awards payable if total shareholder return for the period is negative | | |

  33. COMPENSATION DISCUSSION AND ANALYSIS

    | | TYPE | COMPONENT | DESCRIPTION | PURPOSE | | ◄ FIXED ► | Current Year Performance | BASE SALARY | •Fixed cash compensation that recognizes level of responsibilities, experience, expertise and individual performance •Evaluated against external market data annually | •Helps attract and retain talented executives | | ◄ VARIABLE ► | | ANNUAL BONUS PROGRAM | •“At risk” performance-based cash compensation | •Rewards achievement of key annual financial metrics and strategic initiatives •ESG-related initiatives are incorporated into the strategic objective component of our program | | | Long-Term Incentive | PERFORMANCE SHARES (50%) | •“At risk” equity-based stock compensation | •Encourages and rewards long-term performance •Aligns management interests with those of our investors •Promotes an ownership mentality that fosters the long-term perspective necessary for sustained success •Promotes retention with multi-year vesting schedules | | | | TIME-BASED RESTRICTED STOCK UNITS (50%) | •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 | |

  34. 2023 TARGET COMPENSATION MIX

    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 2023, the target bonus award opportunities for the named executive officers were as follows: Mr. Nunes, 150%; Messrs. McHugh and Long, 100%; Mr. Rogers, 70%; and Mr. Bridwell, 60%. Target bonus percentages remained consistent with 2022 percentages based on our annual compensation market review, which is discussed in the Compensation Benchmarking section. Bonus Plan Metrics. Consistent with 2022, the financial performance objective under our annual bonus program for 2023 was Adjusted EBITDA. We consider Adjusted EBITDA to be the most meaningful measure of our periodic financial performance as well as a major driver of shareholder and enterprise value. The Compensation Committee believes that Adjusted EBITDA provides a strong measure of management performance with respect to our financial results, as it reflects the consolidated operational cash flow performance of our business excluding the impact of extraordinary items (both positive and negative). Additionally, since Adjusted EBITDA is a regularly reported financial metric, it provides greater transparency for our employees and shareholders. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating (income) expense, timber write-offs resulting from casualty events, and Large Dispositions. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company's ongoing operating results. Adjusted EBITDA performance against budget, weighted 70%, and performance against our annual Strategic Objectives and a Quality of Earnings Assessment, weighted 30%, were used to calculate the overall bonus pool. 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:

  35. 2023 TARGET COMPENSATION MIX

    | | 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 |

  36. 2023 TARGET COMPENSATION MIX

    Measuring 2023 Results. Performance results under our annual bonus program with respect to Adjusted EBITDA may be adjusted to take into account material unusual, nonrecurring and non-budgeted items impacting the bonus calculation. For 2023, no adjustments were made. Payout at target award levels for 2023 required achievement of Adjusted EBITDA of $303.4 million, representing the annual budgeted amount approved by the Board in January 2023. Actual Adjusted EBITDA for 2023 was $296.5 million (or 97.7% of budgeted Adjusted EBITDA), resulting in funding for the financial performance component at 94.4% of target or 66% on a weighted basis. Our 2023 strategic objectives included advancing opportunities within our Land Based Solutions business (including solar; carbon capture and storage; and voluntary carbon markets), evaluating opportunities to reduce carbon emissions, further improving ESG disclosures, assessing global wood flows, advancing our safety-centric culture and diversity and inclusion initiatives, enhancing our real estate development pipeline, and revisiting our corporate purpose, vision and strategy. After assessing management’s performance for 2023 against the identified strategic objectives and completing a qualitative review of earnings, the Compensation Committee approved a payout of 40% for the strategic objectives and quality of earnings component of the bonus, bringing the overall funding to 106% of target awards. In making this determination, the Compensation Committee was pleased with the execution of 2023 strategic initiatives, particularly with regards to advancing our understanding and strategy for various Land Based Solutions initiatives, and concluded that management had exceeded target performance. In addition, the Committee recognized the outstanding progress made this year on our objective to enhance our real estate development pipeline as well as significant progress on our ESG initiatives. The Committee was also pleased with progress made on other strategic initiatives, including gaining a deeper understanding of global wood flows, particularly with regard to China, as well as advancing our safety and diversity and inclusion initiatives. Lastly, the Committee acknowledged the strategic importance of the Initiatives to Enhance Shareholder Value that were announced in November. As a result of all these factors, the Committee awarded a strategic payout roughly 33% above target, with the corresponding total payout modestly above target. Final 2023 Bonus Awards. The final annual bonuses earned by our named executive officers for 2023 were approved by the Compensation Committee and, for Mr. Nunes, by our independent directors, in February 2024 and appear in the Summary Compensation Table on page 34 under the heading “Non-Equity Incentive Plan Compensation.” As discussed above, the bonus pool funding for 2023 was 106% of target, and no adjustments were made to the earned bonuses for the named executive officers.

  37. 2023 TARGET COMPENSATION MIX

    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 share ownership opportunities for our executives to increase their proprietary interest in Rayonier and, as a result, their interest in our long-term success and commitment to creating shareholder value. Long-Term Incentive Program Overview. For 2023, the Compensation Committee adopted a long-term incentive program that was consistent with our 2022 program. The Compensation Committee allocated target long-term incentive compensation for our named executive officers between performance shares (weighted 50%) and time-based restricted stock units (weighted 50%). The Compensation Committee believes the plan reinforces the long-term ownership culture that we seek to promote among our executives, provides a strong incentive to our executives to focus on the ongoing and sustainable creation of shareholder value, and provides a retention incentive for our executives. 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 under “Compensation Benchmarking” on page 32. Long-term incentive target award values for 2023 are reflected below:

  38. 2023 TARGET COMPENSATION MIX

    | Named Executive Officer | 2023 Performance Shares Target Value (1) | 2023 Restricted Stock Units Target Value (1) | Total Long-Term Incentive Target Value | | David Nunes | $1,775,000 | $1,775,000 | $3,550,000 | | Mark McHugh | $650,000 | $650,000 | $1,300,000 | | Doug Long | $425,000 | $425,000 | $850,000 | | Rhett Rogers | $325,000 | $325,000 | $650,000 | | Mark Bridwell | $275,000 | $275,000 | $550,000 |

  39. 2023 TARGET COMPENSATION MIX

    (1) These amounts reflect the approved target value of long-term incentive compensation granted to our named executive officers in 2023. The actual grant-date fair values of these grants, computed in accordance with FASB ASC Topic 718, are shown in the "Summary Compensation Table" on page 34 and the "Grants of Plan-Based Awards" table on page 36. Long-term incentive payouts in 2023, if any, are reflected in the “Option Exercises and Stock Vested” table on page 38. Time-Based Restricted Stock Units. The time-based restricted stock unit awards vest 25% per year on the first, second, third and fourth anniversaries of the grant date. The vesting period is designed to align the interests of our senior leadership team with the interests of our shareholders by focusing on the long-term success of our company while also promoting retention and is aligned with market practice. 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 2023; the performance period began on April 1, 2023 and ends on March 31, 2026. The payout, if any, will be based on the level of economic return we produce for our shareholders (measured based on Total Shareholder Return or “TSR”) relative to that produced by the 2023 Performance Share Peer Group, chosen by the Compensation Committee as those companies most likely to be considered “operational and/or capital markets competitors” to Rayonier.

  40. 2023 TARGET COMPENSATION MIX

    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. Earned shares, if any, will be paid out in April 2026 after the end of the performance period on March 31, 2026, based on our relative TSR performance percentile ranking against the peer group, as follows:

  41. 2023 TARGET COMPENSATION MIX

    | 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% |

  42. 2023 TARGET COMPENSATION MIX

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

  43. 2023 TARGET COMPENSATION MIX

    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 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 Supplemental Savings 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 Supplemental Savings Plan, see the discussion following the “Nonqualified Deferred Compensation” table on page 40. 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. On February 28, 2023, we determined to terminate the defined benefit pension plans. The termination process is expected to be completed by the end of 2024. Of our named executive officers, Messrs. Long and Rogers are the only named executive officers who are participants in these plans. Our other named executive officers were hired after January 1, 2006 and were 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 39. For those eligible participants who were employed prior to the January 1, 2006 closure to new participants, the Rayonier Salaried Retiree Medical Plan 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

  44. 2023 TARGET COMPENSATION MIX

    that it is critical to encourage executive retention and that the continued attention and dedication of our senior executives should 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, Tier II or Tier III 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, 2023, Messrs. Nunes, McHugh and Long are included as Tier I executives, and Messrs. Rogers and Bridwell are included as Tier II executives. The potential payments under the Executive Plan are calculated in the “Potential Payments upon Termination or Change in Control” table on page 41. 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. In addition to the Clawback Policy discussed in this report, the Compensation Committee also has discretion to adjust short and long-term incentive awards as it deems appropriate. The Compensation Committee establishes annual performance objectives for the CEO; evaluates accomplishments and performance against those objectives; and, based on such evaluation, makes recommendations regarding 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 throughout the year 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 Senior Vice President, Human Resources and Information Technology prepares an agenda and supporting materials for each meeting. Our Senior Vice President, Human Resources and Information Technology, and our Senior Vice President, General Counsel and Corporate Secretary, along with our Chief Executive Officer, 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.

  45. 2023 TARGET COMPENSATION MIX

    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 2023 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 investment trusts (REITs) using two survey sources: (1) the WTW 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 $5 billion and $10 billion. Because our market capitalization relative to our revenue base is significantly larger than many general industry companies in the WTW 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 (~0.4x times) and applied that ratio to our total capitalization to derive an adjusted revenue scope for the WTW survey, which fell within the $1 billion to $3 billion revenue range in the survey. Market ranges are developed around the competitive median values as follows, allowing for differentiation based on factors such as performance and experience: (1) base salary +/-10%, (2) target total annual cash of +/-15%, and (3) target total direct compensation of +/-20%. The Compensation Committee also reviewed compensation practices of our industry peer companies, PotlatchDeltic Corporation and Weyerhaeuser, taking into account their relative size differences. For 2023, target total direct compensation levels (consisting of base salary, target annual bonus and target long-term incentive award) for our named executive officers on average fell within the median range of the compensation surveys discussed above. COMPENSATION RISK ASSESSMENT. The Compensation Committee performed the annual assessment of our incentive compensation programs to determine whether the risks arising from these programs were reasonably likely to have a material adverse effect on Rayonier. The assessment reviewed the material elements of our incentive compensation programs and concluded that these programs do not create risk that is reasonably likely to have a material adverse effect on Rayonier. 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 executive officers 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, as reflected below, of the average of their base salary for the prior three years:

  46. 2023 TARGET COMPENSATION MIX

    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/unit vesting or stock option exercise. Note that unvested and unearned performance share awards or unexercised stock options do not count towards the ownership requirements. 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 50 and is incorporated in this CD&A by reference.

  47. 2023 TARGET COMPENSATION MIX

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) (2) | Option Awards | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value & Non-qualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | David Nunes | 2023 | $900,000 | — | $3,786,040 | — | $1,431,000 | — | $168,676 | $6,285,716 | | Chief Executive | 2022 | $887,500 | — | $3,337,902 | — | $1,352,551 | — | $173,288 | $5,751,241 | | Officer | 2021 | $843,750 | — | $2,735,312 | — | $1,582,032 | — | $155,387 | $5,316,481 | | Mark McHugh | 2023 | $565,000 | — | $1,386,461 | — | $598,901 | — | $70,947 | $2,621,309 | | President & Chief | 2022 | $543,750 | — | $1,251,702 | — | $552,451 | — | $68,488 | $2,416,391 | | Financial Officer | 2021 | $521,250 | — | $980,582 | — | $664,594 | — | $60,101 | $2,226,527 | | Doug Long | 2023 | $471,250 | — | $906,559 | — | $499,526 | $306,656 | $57,138 | $2,241,129 | | EVP & Chief | 2022 | $453,750 | — | $730,152 | — | $461,011 | — | $59,041 | $1,703,954 | | Resource Officer | 2021 | $431,250 | — | $567,713 | — | $549,844 | — | $58,319 | $1,607,126 | | Rhett Rogers | 2023 | $421,250 | — | $693,231 | — | $312,568 | $66,660 | $44,998 | $1,538,707 | | SVP, Portfolio | 2022 | $405,000 | — | $521,550 | — | $288,036 | — | $39,823 | $1,254,409 | | Management | 2021 | $386,250 | — | $412,869 | — | $318,657 | — | $40,806 | $1,158,582 | | Mark Bridwell | 2023 | $421,250 | — | $586,601 | — | $267,915 | — | $46,701 | $1,322,467 | | SVP, General | 2022 | $405,000 | — | $469,377 | — | $246,888 | — | $49,030 | $1,170,295 | | Counsel & Corp | 2021 | $386,250 | — | $387,074 | — | $318,657 | — | $45,159 | $1,137,140 | | Secretary | | | | | | | | | |

  48. 2023 TARGET COMPENSATION MIX

    | (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 2023, 2022 and 2021. For 2023, the Stock Awards column includes the grant date fair value of performance shares at target and restricted stock unit awards as follows: |

  49. 2023 TARGET COMPENSATION MIX

    | | Performance Shares | | Restricted Stock Units | | | Mr. Nunes | | $2,011,056 | | $1,774,984 | | Mr. McHugh | | $736,456 | | $650,005 | | Mr. Long | | $481,543 | | $425,016 | | Mr. Rogers | | $368,228 | | $325,003 | | Mr. Bridwell | | $311,589 | | $275,012 |

  50. 2023 TARGET COMPENSATION MIX

    | 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, 2023, 2022 and 2021. | | (2) For 2023, 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 2023 Performance Share Award Program: Mr. Nunes, $3,106,221; Mr. McHugh, $1,137,509; Mr. Long, $743,778; Mr. Rogers, $568,755; and Mr. Bridwell, $481,272. | | (3) Represents awards under the 2023, 2022 and 2021 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. In October 2023, Mr. Long began receiving monthly pension payments which totaled $16,486 for 2023. A discussion on this may be found in "Pension Benefits" on page 39. For 2022 and 2021, Messrs. Long and Rogers' aggregate change in pension value was negative. In accordance with SEC rules, the value shown in the table for 2022 and 2021 is zero. The actual change in pension value from December 31, 2021 to December 31, 2022 for Mr. Long was $(455,606) and for Mr. Rogers was $(209,175). The actual change in pension value from December 31, 2020 to December 31, 2021 for Mr. Long was $(191,084) and for Mr. Rogers was $(85,787). |

  51. 2023 TARGET COMPENSATION MIX

    | 34 | Rayonier Inc. |

  52. 2023 TARGET COMPENSATION MIX

    | (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 2023: Messrs. Nunes, McHugh, Long, Rogers and Bridwell: $21,780; for 2022: Messrs. Nunes, McHugh, Long, Rogers and Bridwell: $20,130; for 2021: Messrs. Nunes, McHugh, Long, Rogers and Bridwell: $19,140; The amounts reflect Excess Savings Company contributions as follows: for 2023: Mr. Nunes, $126,888, Mr. McHugh, $42,284, Mr. Long, $31,451, Mr. Rogers, $19,848, Mr. Bridwell, $22,317; for 2022: Mr. Nunes, $142,859, Mr. McHugh, $44,845, Mr. Long, $36,210, Mr. Rogers, $18,471, and Mr. Bridwell, $27,631; for 2021: Mr. Nunes, $132,869, Mr. McHugh, $39,985, Mr. Long, $38,616, Mr. Rogers, $21,441, and Mr. Bridwell, $25,531. The amount reflects interest paid on dividend equivalents associated with performance shares as follows: for 2023: Mr. Nunes, $18,603, Mr. McHugh, $6,883, Mr. Long $3,907, Mr. Rogers, $2,604 and Mr. Bridwell, $2,604; for 2022: Mr. Nunes, $9,757, Mr. McHugh, $3,513, Mr. Long, $1,951, Mr. Rogers, $1,171, and Mr. Bridwell, $1,268; for 2021: Mr. Nunes, $3,378, Mr. McHugh, $976, Mr. Long, $563, Mr. Rogers, $225, and Mr. Bridwell, $488. All amounts reflect actual expenses incurred and paid by the Company in providing these benefits. |

  53. 2023 TARGET COMPENSATION MIX

    CEO PAY RATIO As required by SEC rules, 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 Chief Executive Officer (our “CEO”). For fiscal 2023:

  54. 2023 TARGET COMPENSATION MIX

    | • | The median of the annual total compensation of all employees of our Company (other than our CEO) was $141,306; and | | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $6,285,716. |

  55. 2023 TARGET COMPENSATION MIX

    Based on this information, for 2023, 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. We last identified our median employee in 2021. In accordance with SEC rules which permit companies to use the same median employee for up to three consecutive years, we are using the same median employee this year because there has been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. 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:

  56. 2023 TARGET COMPENSATION MIX

    | • | We determined that, as of December 31, 2020, our employee population consisted of 413 employees, with 76% of these individuals located in the United States and 24% located in New Zealand. This population consisted of our full-time and part-time employees. We selected December 31, 2020 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 2020, the annual cash incentive compensation awarded for 2020, and the grant date value of equity awards granted in 2020 for each employee. In making this determination, we annualized the compensation of one part-time and 77 full-time employees who were hired in 2020 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 2023 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. |

  57. 2023 TARGET COMPENSATION MIX

    | 2024 Proxy Statement | 35 |

  58. 2023 TARGET COMPENSATION MIX

    GRANTS OF PLAN-BASED AWARDS This table discloses potential payouts under the Rayonier Non-Equity Incentive Plan and the 2023 Performance Share Award Program along with 2023 restricted stock unit awards for our named executive officers.

  59. 2023 TARGET COMPENSATION MIX

    | | | | 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) | | Name | Grant Date | Approval Date | Thres- hold | Target | Maxi- mum | Thres- hold (#) | Target (#) | Maxi- mum (#) | | | | David Nunes | — | — | $472,500 | $1,350,000 | $2,025,000 | | | | | | | | 4/3/2023 | 2/17/2023 | | | | 26,772 | 53,544 | 93,702 | | $2,011,056 | | | 4/3/2023 | 2/17/2023 | | | | | | | 53,544 | $1,774,984 | | Mark McHugh | — | — | $197,750 | $565,000 | $847,500 | | | | | | | | 4/3/2023 | 2/17/2023 | | | | 9,804 | 19,608 | 34,314 | | $736,456 | | | 4/3/2023 | 2/17/2023 | | | | | | | 19,608 | $650,005 | | Doug Long | — | — | $164,938 | $471,250 | $706,875 | | | | | | | | 4/3/2023 | 2/17/2023 | | | | 6,411 | 12,821 | 22,437 | | $481,543 | | | 4/3/2023 | 2/17/2023 | | | | | | | 12,821 | $425,016 | | Rhett Rogers | — | — | $103,206 | $294,875 | $442,312 | | | | | | | | 4/3/2023 | 2/17/2023 | | | | 4,902 | 9,804 | 17,157 | | $368,228 | | | 4/3/2023 | 2/17/2023 | | | | | | | 9,804 | $325,003 | | Mark Bridwell | — | — | $88,462 | $252,750 | $379,125 | | | | | | | | 4/3/2023 | 2/17/2023 | | | | 4,148 | 8,296 | 14,518 | | $311,589 | | | 4/3/2023 | 2/17/2023 | | | | | | | 8,296 | $275,012 |

  60. 2023 TARGET COMPENSATION MIX

    | (1) Reflects potential awards under the Rayonier Non-Equity Incentive Plan. Awards can range from 0% to 150% of the target award. Where performance achievement is below threshold on all metrics under the program, the participant will earn zero payout. See the “Annual Bonus Program” section of the CD&A beginning on page 25. The actual amount earned by each named executive officer for 2023 is reflected in the Summary Compensation Table on page 34 under the “Non-Equity Incentive Plan Compensation” column. | | (2) Reflects potential awards, in number of shares, under the 2023 Performance Share Award Program. Awards can range from 50% to 175% of the target award. Where performance achievement is below threshold, no performance shares will be earned. Please refer to the “Performance Shares” section of the CD&A beginning on page 27. | | (3) Reflects awards of time-based restricted stock units, in number of shares, granted as part of our 2023 long-term incentive program. Please refer to the "Time-Based Restricted Stock Units" section of the CD&A beginning on page 27. | | (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. |

  61. 2023 TARGET COMPENSATION MIX

    | 36 | Rayonier Inc. |

  62. 2023 TARGET COMPENSATION MIX

    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, 2023.

  63. 2023 TARGET COMPENSATION MIX

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | | | Equity Incentive Plan Awards | | | | Name | Grant Date | Number of Securities Underlying Unexer- cised Options (#) Exercisable | Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested (3) | | Number of Unearned Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units That Have Not Vested (3) | | | David Nunes | 4/3/2023 | | | | | 53,544(A) | | 1,788,905 | 53,544 | | 1,788,905 | | | 4/1/2022 | | | | | 28,695(B) | | 958,700 | 38,259 | | 1,278,233 | | | 4/1/2021 | | | | | 19,723(C) | | 658,945 | 69,031 | | 2,306,309 | | | 4/1/2020 | | | | | 30,345(D) | | 1,013,826 | | | | | | 4/1/2019 | | | | | 10,502(E) | | 350,872 | | | | | Mark McHugh | 4/3/2023 | | | | | 19,608(A) | | 655,103 | 19,608 | | 655,103 | | | 4/1/2022 | | | | | 10,761(B) | | 359,525 | 14,347 | | 479,333 | | | 4/1/2021 | | | | | 7,071(C) | | 236,242 | 24,747 | | 826,789 | | | 4/1/2020 | | | | | 11,228(D) | | 375,127 | | | | | | 4/1/2019 | | | | | 3,781(E) | | 126,323 | | | | | Doug Long | 4/3/2023 | | | | | 12,821(A) | | 428,350 | 12,821 | | 428,350 | | | 4/1/2022 | | | | | 6,277(B) | | 209,715 | 8,369 | | 279,608 | | | 4/1/2021 | | | | | 4,094(C) | | 136,781 | 14,327 | | 478,673 | | | 4/1/2020 | | | | | 6,372(D) | | 212,889 | | | | | | 4/1/2019 | | | | | 2,101(E) | | 70,194 | | | | | Rhett Rogers | 4/3/2023 | | | | | 9,804(A) | | 327,552 | 9,804 | | 327,552 | | | 4/1/2022 | | | | | 4,484(B) | | 149,810 | 5,978 | | 199,725 | | | 4/1/2021 | | | | | 2,977(C) | | 99,462 | 10,420 | | 348,116 | | | 4/1/2020 | | | | | 4,248(D) | | 141,926 | | | | | | 4/1/2019 | | | | | 1,261(E) | | 42,130 | | | | | | 1/2/2014 | 1,664 | | $31.28 | 1/2/2024 | | | | | | | | Mark Bridwell | 4/3/2023 | | | | | 8,296(A) | | 277,169 | 8,296 | | 277,169 | | | 4/1/2022 | | | | | 4,035(B) | | 134,809 | 5,380 | | 179,746 | | | 4/1/2021 | | | | | 2,791(C) | | 93,247 | 9,769 | | 326,366 | | | 4/1/2020 | | | | | 4,248(D) | | 141,926 | | | | | | 4/1/2019 | | | | | 1,366(E) | | 45,638 | | | |

  64. 2023 TARGET COMPENSATION MIX

    | (1) (A) Amounts reflect time-based restricted stock units granted as part of our 2023 long-term incentive program on April 3, 2023, which vest 25% per year over four years. | | (B) Amounts reflect time-based restricted stock units granted as part of our 2022 long-term incentive program on April 1, 2022, which vest 25% per year over four years. | | (C) Amounts reflect time-based restricted stock units granted as part of our 2021 long-term incentive program on April 1, 2021, which vest 25% per year over four years. | | (D) Amounts reflect time-based restricted stock units granted as part of our 2020 long-term incentive program on April 1, 2020, which vest in equal one-third increments on the third, fourth, and fifth anniversaries of the grant date. | | (E) Amounts reflect time-based restricted stock units granted as part of our 2019 long-term incentive program on April 1, 2019, which vest in equal one-third increments on the third, fourth, and fifth anniversaries of the grant date. |

  65. 2023 TARGET COMPENSATION MIX

    | 2024 Proxy Statement | 37 |

  66. 2023 TARGET COMPENSATION MIX

    | (2) Represents awards under the Performance Share Award Program for 2021, 2022 and 2023, each with a 36-month performance period commencing on April 1 and ending on March 31 of the applicable years. Awards for the relevant performance share program period are immediately vested following the performance period upon the Compensation Committee’s certification of performance results and the amount earned, but commencing with the 2021 awards, earned shares are subject to a one-year post-vesting holding period. Under the Performance Share Award Program, the actual award value for 2023, 2022 and 2021 can range from 50% to 175% of target. No shares will be earned under these awards if performance achievement is below threshold with respect to the applicable program. See the “Performance Shares” section of the CD&A beginning on page 27. The number of shares reported for the 2023 and 2022 Performance Share Award Program reflects the target payout level of 100%, and for 2021 Performance Share Award Program reflects the maximum payout level of 175%, based on performance during the performance periods through December 31, 2023. The actual number of shares earned under each Performance Share Award Program will be determined following the completion of the applicable performance period based on our relative TSR performance. | | (3) Value based on the December 31, 2023 closing share price of $33.41. |

  67. 2023 TARGET COMPENSATION MIX

    OPTION EXERCISES AND STOCK VESTED The following table sets forth the activity for stock option exercises and vesting of stock awards during the year ended December 31, 2023 for each named executive officer.

  68. 2023 TARGET COMPENSATION MIX

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) | | David Nunes | — | — | 126,802 | $4,145,204 | | Mark McHugh | — | — | 46,221 | $1,510,585 | | Doug Long | — | — | 26,303 | $859,669 | | Rhett Rogers | — | — | 17,331 | $566,317 | | Mark Bridwell | — | — | 17,697 | $578,491 |

  69. 2023 TARGET COMPENSATION MIX

    | (1) The amounts shown represent the value realized by our named executive officers upon vesting of restricted stock and restricted stock units, along with payouts under the 2020 Performance Share Award Program. Performance shares under our 2020 Performance Share Award Program paid out at 110.2% based on our TSR for the three year period (4/1/2020 - 3/31/2023) of 60.54% which placed us at the 53.1% percentile among our peer group. The amounts shown are calculated using the closing market price of our common shares on the vesting date and do not take into account tax obligations that arise upon vesting. |

  70. 2023 TARGET COMPENSATION MIX

    | 38 | Rayonier Inc. |

  71. 2023 TARGET COMPENSATION MIX

    PENSION BENEFITS The following table illustrates the present value of accumulated benefits payable under the Retirement Plan for Salaried Employees of Rayonier Inc., a tax-qualified retirement plan (“Retirement Plan”), and the Rayonier Inc. Excess Benefit Plan, a nonqualified retirement plan (“Excess Plan”), at the earliest eligible retirement age. The named executive officers who are not listed in the table are not participants in and have no accumulated benefit under either the Retirement Plan or the Excess Plan. The Retirement Plan and Excess Plan were closed to new participants effective January 1, 2006. On December 31, 2016, benefits were frozen for all participants. On February 28, 2023, we terminated the pension plan.

  72. 2023 TARGET COMPENSATION MIX

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (1) | Payments During Last Fiscal Year (2) | | Doug Long | Rayonier Salaried Employees Retirement Plan | 21.6 | $1,088,322 | $16,486 | | | Rayonier Excess Benefit Plan | | $73,613 | — | | Rhett Rogers | Rayonier Salaried Employees Retirement Plan | 15.5 | $356,459 | — | | | Rayonier Excess Benefit Plan | | — | — |

  73. 2023 TARGET COMPENSATION MIX

    | (1) Determined using the assumptions that applied for FASB ASC Topic 715-30 disclosure as of December 31, 2023. For December 31, 2023, an interest rate of 4.96% was used for Mr. Long and 5.06% for Mr. Rogers, and the mortality assumptions were the Pri-2012 mortality tables with a fully generational projection using scale MP-2021. Since the Plan is terminating, a liability load of 20% for active participants and 5% for Mr. Long was used to reflect annuity provider charges to cover expenses, profit, and conservatism. Mortality is assumed from that date only. Benefits are assumed to be paid in the normal form of payment which is a life annuity for single employees and the 90/50 survivor form for married employees. | | (2) In conjunction with the announced termination of our Retirement Plan in 2023, all active and term-vested participants were offered a one-time termination window to elect to receive their pension benefit payment. Participants were provided the following options: (1) to receive their entire benefit as an immediate, one-time lump sum payment; (2) to receive their benefit as an immediate monthly annuity; or (3) to choose to do nothing and not make an election during the Retirement Plan termination window. Mr. Long elected the immediate monthly annuity option and began receiving monthly payments of $5,495 in October 2023. |

  74. 2023 TARGET COMPENSATION MIX

    The Retirement Plan is a tax-qualified retirement plan that covered all eligible salaried employees hired prior to January 1, 2006. The purpose of the plan was to provide income replacement following retirement through the payment of monthly pension benefits based upon the employee’s average final compensation and years of service, with the costs of benefits under the plan borne entirely by the Company. The plan was closed to new participants on January 1, 2006. Effective December 31, 2016, the plan was amended to freeze benefits for all employees participating in the plan. Effective February 28, 2023, the plan was terminated with the termination process expected to be completed by the end of 2024. For the period through December 31, 2003, the annual pension amounted to 2% of a participant’s final average compensation for each of the first 25 years of benefit service, plus 1.5% of the participant’s average final compensation for each of the next 15 years of benefit service, reduced by 1.25% of the participant’s primary Social Security benefit for each year of benefit service to a maximum of 40 years, provided that no more than one-half of the participant’s primary Social Security benefit is used for such reduction. Effective January 1, 2004, the Retirement Plan was amended so that for future service the annual pension amounts to 1.5% of the participant’s final average compensation for each year of benefit service to a maximum of 40 years. A participant became vested in benefits accrued under the Retirement Plan upon completion of five years of eligibility service. Normal retirement is at age 65. The Retirement Plan also provided for unreduced early retirement pensions for participants who retire at or after age 60 following completion of 15 years of eligibility service. Reduced benefits were available at age 55 with at least 10 years of service (“Standard Early Retirement”) or as early as age 50 with age plus eligibility service equal to at least 80 or age 55 with at least 15 years of eligibility service (“Special Early Retirement”). The plan benefit for a participant eligible for Standard Early Retirement is reduced by 3% for each year of age under 65 (e.g., age 64 would result in 97% of the benefit payable). The Retirement Plan benefit for a participant eligible for Special Early Retirement includes a 5% reduction for each year of age under 60 (e.g., age 59 would result in 95% of the benefit payable).

  75. 2023 TARGET COMPENSATION MIX

    | 2024 Proxy Statement | 39 |

  76. 2023 TARGET COMPENSATION MIX

    A participant’s average final compensation includes salary and approved bonus payments calculated under the Retirement Plan as follows: (1) the participant’s average annual base salary for the five calendar years during the participant’s last 120 calendar months of service which yield the highest such average plus (2) the participant’s average approved bonus payments for the five calendar years during the participant’s last 120 calendar months of service which yield the highest such average. Rayonier adopted the Excess Plan to meet the retirement needs of a small segment of its salaried employee population affected by limiting federal legislation. Applicable federal legislation limits the amount of benefits that can be paid and the compensation that may be recognized under a tax-qualified retirement plan. Tax-qualified retirement plan participants whose annual benefit at the time of payment exceeds Section 415 of the Code limitations or whose benefit is limited on account of the Section 401(a)(17) of the Code limitation on compensation are participants in the Excess Plan. The practical effect of the Excess Plan was to continue calculation of benefits after retirement to all employees on a uniform basis regardless of compensation levels. All employees covered by the Retirement Plan were eligible under the Excess Plan; however, benefits under the plan were only accrued to those employees who are affected by the Code limits and only through December 31, 2016 due to the freeze on the Retirement Plan. The Excess Plan was terminated effective July 31, 2023. The termination process is expected to be finalized by the end of 2024. NONQUALIFIED DEFERRED COMPENSATION

  77. 2023 TARGET COMPENSATION MIX

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (1) | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions in Last FY | Aggregate Balance at Last FYE (2) | | David Nunes | $105,153 | $126,888 | $79,070 | — | $1,743,779 | | Mark McHugh | $28,400 | $42,284 | $18,948 | — | $433,647 | | Doug Long | $14,250 | $31,451 | $11,136 | — | $259,696 | | Rhett Rogers | $12,750 | $19,848 | $6,292 | — | $152,930 | | Mark Bridwell | $11,682 | $22,317 | $13,292 | — | $301,413 |

  78. 2023 TARGET COMPENSATION MIX

    | (1) All executive and Company contributions in the last fiscal year are reflected as compensation in the Summary Compensation Table on page 34. | | (2) To the extent that a participant was a named executive officer in prior years, executive and Company contributions included in the Aggregate Balance at Last FYE column have been reported as compensation in the Summary Compensation Table for the applicable year. The Rayonier Inc. Supplemental Savings Plan (“Supplemental Savings Plan”) is a nonqualified, unfunded plan that consists of two components—an Excess Savings component (a supplement to the Rayonier Investment and Savings Plan for Salaried Employees (“Savings Plan”) and an Excess Base Salary and Bonus Deferral component. |

  79. 2023 TARGET COMPENSATION MIX

    The Excess Savings component of the Supplemental Savings Plan supplements the qualified 401(k) plan by providing employees with Rayonier contributions disallowed due to the federal tax regulations limiting employee contributions to tax-qualified 401(k) plans. Participants can contribute up to 6% of total base salary and bonus. The Company contributes matching contributions up to 3.6% of total base salary and bonus (reduced by the regular matching contributions made under the Savings Plan). Amounts contributed by participants and the Rayonier matching contributions are unsecured, but earn a return equal to 120% of the applicable federal long-term rate (adjusted monthly). The average interest rate in 2023 was 4.85%. Supplemental Savings Plan participants may elect to receive a lump sum or annual installments upon termination of employment.

  80. 2023 TARGET COMPENSATION MIX

    | 40 | Rayonier Inc. |

  81. 2023 TARGET COMPENSATION MIX

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below reflects the potential payments to which each of our named executive officers would have been entitled on December 31, 2023 upon an involuntary termination without cause or voluntary termination for good reason occurring within 24 months after a change in control. All payments are as provided under the Executive Severance Pay Plan discussed on page 30 of the CD&A. All severance payments made under the Executive Severance Pay Plan are made in a lump sum following a qualifying termination of employment. In all other cases of termination of employment, whether voluntary or involuntary, our named executive officers would be entitled to accrued salary, vacation pay, regular pension benefits and welfare benefits on the same basis as would be provided to salaried employees generally, as well as 401(k) and nonqualified deferred compensation distributions. Other than in connection with a change in control, upon a qualifying termination, a named executive officer may be entitled to payments under our Severance Pay Plan, a plan in which all salaried employees participate on a non-discriminatory basis.

  82. 2023 TARGET COMPENSATION MIX

    | Name | Scheduled Severance (1) | Bonus Severance (2) | Pension / 401(k) Benefit (3) | Medical / Welfare and Outplacement Benefits (4) | Acceleration of Equity Awards (5) | | David Nunes Involuntary or voluntary for good reason termination within 24 months after change in control | $2,700,000 | $4,394,003 | $310,020 | $84,212 | $10,144,696 | | Mark McHugh Involuntary or voluntary for good reason termination within 24 months after change in control | $1,710,000 | $1,753,135 | $165,454 | $86,450 | $3,713,547 | | Doug Long Involuntary or voluntary for good reason termination within 24 months after change in control | $1,425,000 | $1,454,695 | $137,691 | $86,066 | $2,244,559 | | Rhett Rogers Involuntary or voluntary for good reason termination within 24 months after change in control | $850,000 | $590,735 | $73,822 | $59,201 | $1,636,271 | | Mark Bridwell Involuntary or voluntary for good reason termination within 24 months after change in control | $850,000 | $570,750 | $73,223 | $31,102 | $1,476,071 |

  83. 2023 TARGET COMPENSATION MIX

    | (1) Represents the executive’s base pay times the applicable tier multiplier under the Executive Severance Pay Plan (3 times for Tier I, 2 times for Tier II). As of December 31, 2023, Messrs. Nunes, McHugh and Long are included as Tier I executives, and Messrs. Rogers and Bridwell are included as a Tier II executives. | | (2) Represents the applicable tier multiplier (3 times for Tier I and 2 times for Tier II) times the Applicable Bonus Amount. The Applicable Bonus Amount is the greater of: (i) the average of the bonus amounts actually paid in the three year period comprised of the year of the qualifying event and the two immediately preceding calendar years, (ii) the target bonus for the year in which the change in control occurred, or (iii) the target bonus in the year of termination. Named executive officers also receive a pro-rata bonus amount equal to the Applicable Bonus Amount multiplied by a fraction, the numerator of which is the number of months lapsed in the then current year prior to the qualifying termination and the denominator of which is twelve. | | (3) Represents three additional years of participation in the Savings Plan at the executive’s current contribution level. | | (4) Represents: (i) the present value of the annual Company contribution to health and welfare plans times the applicable tier multiplier and (ii) up to $30,000 in outplacement services. | | (5) Restricted stock units and performance shares were valued using the closing price of the Company stock on December 29, 2023. Under the Executive Severance Pay Plan, upon a qualifying termination following a change in control, (i) all outstanding restricted stock units vest in full; (ii) with respect to any performance shares for which the performance period is more than 50% complete, the shares vest based on actual performance achievement or, if greater, at target; and (iii) with respect to any performance shares for which the performance period is not more than 50% complete, the performance shares vest at target. For purposes of this table, 2023 and 2022 performance shares were valued at target; given that 2021 performance shares are trending above target, they are valued at the maximum payout level of 175%. |

  84. 2023 TARGET COMPENSATION MIX

    | 2024 Proxy Statement | 41 |

  85. 2023 TARGET COMPENSATION MIX

    The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including accrued salary, vacation pay, regular pension benefits, welfare benefits and 401(k) and nonqualified deferred compensation distributions. As a result, payments under the Severance Pay Plan, described on page 30, which may be payable upon a termination other than in the context of a change in control, are not included in the table. Amounts that would be distributed pursuant to our nonqualified deferred compensation plans as of December 31, 2023, are indicated in the Nonqualified Deferred Compensation table on page 40. Other than as reflected in the table and footnote (3) above, amounts that would be distributed pursuant to our tax-qualified and nonqualified retirement plans are indicated in the Pension Benefits table on page 39. A constructive termination by an executive within two years after a change in control would generally be for good reason if it results from: (i) a significant diminution in the executive’s position or the assignment to the executive of any duties inconsistent in any respect with his or her position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately before the change in control; (ii) any material reduction in the executive’s salary, bonus opportunities, benefits or other compensation; (iii) the relocation of the executive’s principal place of business by more than 35 miles from his or her previous principal place of business; or (iv) any termination of the Executive Severance Pay Plan other than by its express terms. Regardless of whether a change in control had occurred, an executive would not be entitled to payments under the Executive Severance Pay Plan if he or she was terminated for cause. A termination of an executive generally would be “for cause” if it was due to: (i) the willful and continued refusal of the executive to substantially perform his or her employment duties following written notification by our Board or (ii) engagement by the executive in illegal conduct or gross misconduct that is demonstrably injurious to the Company, including an indictment or charge by any prosecuting agency with the commission of a felony. The Company may condition payment of a portion of an executive’s severance benefits (generally, not to exceed the executive’s base salary multiplied by the applicable tier multiplier) upon his or her agreement to adhere to confidentiality covenants for two years following a qualifying termination, as well as to refrain from disparaging the Company or its products; competing directly with the Company; inducing clients to reduce or terminate their business with the Company; or inducing certain employees to terminate employment or service with the Company. These covenants would generally remain in effect for the shorter of one year from the executive’s termination or two years following a change in control. By accepting the conditioned payments, an executive will be deemed to have consented to the issuance of a temporary restraining order to maintain the status quo pending the outcome of any equitable proceeding that may be brought by the Company to enforce such covenants. Unless otherwise indicated, all cash payments would be made by the Company in a lump sum, although the timing of some payments and benefits may be delayed for six months after termination in accordance with Section 409A of the Code, which regulates deferred compensation. The Company has established two rabbi trusts related to the Executive Severance Pay Plan. One is designed to defray the legal costs incurred by the executives in enforcing their rights under the Executive Severance Pay Plan were the Company not to meet its obligations. Were there to be a change in control of Rayonier, the Company would transfer to the second trust an amount sufficient to satisfy the cash payments that would be required to be paid in the event of a qualifying termination of executives covered under the Executive Severance Pay Plan.

  86. 2023 TARGET COMPENSATION MIX

    | 42 | Rayonier Inc. |

  87. 2023 TARGET COMPENSATION MIX

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  88. 2023 TARGET COMPENSATION MIX

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Adjusted EBITDA (4) (in millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2023 | $6,285,716 | $5,746,248 | $1,930,903 | $1,720,720 | $118.09 | $97.91 | $178.5 | $296.5 | | 2022 | $5,751,241 | $4,677,297 | $1,636,262 | $1,396,101 | $111.77 | $90.66 | $122.8 | $314.2 | | 2021 | $5,316,481 | $9,416,465 | $1,532,344 | $2,390,845 | $132.68 | $126.52 | $210.5 | $329.8 | | 2020 | $5,410,816 | $4,802,112 | $1,588,249 | $1,401,149 | $93.74 | $91.60 | $29.8 | $267.4 |

  89. 2023 TARGET COMPENSATION MIX

    | Year | Summary Compensation Table Total | Deductions | | Additions | | | | Compensation Actually Paid | | | | Summary Compensation Table Stock Awards | Summary Compensation Table Pension | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Value of Dividends Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | | | PEO | | | | | | | | | | 2023 | $6,285,716 | $3,786,040 | — | $3,709,528 | $176,590 | ($801,783) | $162,237 | $5,746,248 | | 2022 | $5,751,241 | $3,337,902 | — | $2,727,867 | ($1,270,246) | $649,325 | $157,012 | $4,677,297 | | 2021 | $5,316,481 | $2,735,312 | — | $3,377,761 | $3,284,367 | $32,246 | $140,922 | $9,416,465 | | 2020 | $5,410,816 | $3,002,811 | — | $3,848,497 | ($245,490) | ($1,325,975) | $117,075 | $4,802,112 | | Other NEOs | | | | | | | | | | 2023 | $1,930,903 | $893,213 | $93,329 | $875,162 | $37,866 | ($172,494) | $35,825 | $1,720,720 | | 2022 | $1,636,262 | $743,195 | — | $607,369 | ($268,765) | $131,238 | $33,192 | $1,396,101 | | 2021 | $1,532,344 | $587,060 | — | $724,944 | $685,016 | $6,725 | $28,876 | $2,390,845 | | 2020 | $1,588,249 | $645,592 | $102,227 | $827,410 | ($41,785) | ($247,873) | $22,967 | $1,401,149 |