DEF 14A of Rayonier Inc, Apr 1, 2026

DEF 14A of Rayonier Inc

Filed Apr 1, 2026 · FY20250000052827-26-000054

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 | | 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 |

  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 KPMG LLP to serve as our independent registered public accounting firm for 2026. |

  4. average shareholder approval over the last five years

    We are seeking shareholder ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm for 2026. Please refer to page 44 for additional information.

  5. average shareholder approval over the last five years

    | 8 | Rayonier Inc. |

  6. average shareholder approval over the last five years

    ELECTION PROCESS The Board held fifteen (15) meetings during fiscal year 2025. During fiscal year 2025, all directors attended at least 75% of all Board meetings and all committee meetings of which the director was a member.2 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 2027 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 he or she has 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 ten (10) directors to serve until the 2027 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. |

  8. average shareholder approval over the last five years

    2 The Board of Directors and its committees had an aggregate attendance rate of 98.4% during 2025 for all meetings.

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    | 2026 Proxy Statement | 9 |

  10. average shareholder approval over the last five years

    INFORMATION AS TO NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

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    | | | Eric J. Cremers Age: 62 Director Since: 2026 | Board Committees: | | Other public directorships: | | | | | | • | Executive Chairman of the Board | • | None | | | | | Professional Highlights: | | | | | | | | President and Chief Executive Officer of PotlatchDeltic Corp. from 2021 to 2026; Director from 2013 to 2026; President and Chief Operating Officer from 2013 to 2020; Executive Vice President and Chief Financial Officer from 2012 to 2013 | | | | | Mr. Cremers has strong strategic planning and financial analysis skills, including evaluating investment opportunities and mergers and acquisitions. He also has experience operating in the domestic forest and wood products industries. He has a deep understanding of all aspects of our business and operations and an operational understanding of the requirements associated with maintaining REIT status. | | | | | | |

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    | | Scott R. Jones Age: 67 Director Since: 2014 | Board Committees: | | Other public directorships: | | | | | • | Lead Independent Director of the Board | • | 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 Age: 61 Director Since: 2017 | Board Committees: | | Other public directorships: | | | | | | • | Chair of Compensation | • | Xenia Hotels and Resorts | | | | | Professional Highlights: | | | | | | | | CEO of Mattamy Homes US, a privately owned homebuilder with communities throughout the United States, 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 as large as $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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    | 10 | Rayonier Inc. |

  15. average shareholder approval over the last five years

    | | | Linda M. Breard Age: 56 Director Since: 2026 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | Insight Enterprises, Inc | | | | | • | Compensation | • | Paylocity Holding Corporation | | | | | Professional Highlights: | | | | | | | | Director at PotlatchDeltic Corp. from 2015 to 2026; Interim CFO of Impinj from 2018-2020. Executive Vice President and Chief Financial Officer of Kaiser Permanente of Washington in 2017 and Group Health Cooperative from 2016 to 2017, which was acquired by Kaiser. Senior Vice President and Chief Financial Officer along with various executive roles at Quantum Corporation from 2006 to 2016 | | | | | Ms. Breard has substantial capital markets and financial reporting expertise as well as an understanding of internal controls through her service as Chief Financial Officer of various publicly traded companies and major health care organizations over the past decade. She also has significant oversight and executive-level management experience having been responsible for information technology, facilities, human resources, corporate communications, operations, and supply chain management in addition to her Chief Financial Officer responsibilities. | | | | | | |

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    | | | Michael J. Covey Age: 68 Director Since: 2026 | Board Committees: | | Other public directorships: | | | | | | • | Chair of Nominating | • | None | | | | | Professional Highlights: | | | | | | | | Director at PotlatchDeltic Corp. from 2006 to 2026; Chief Executive Officer from 2006 to 2020; President and Chief Executive Officer from 2006 to 2013.; Chair of the Board from 2007 to 2021; Executive Chair of the Board from 2021 to 2022;3 Non-executive Chair of the Board from 2022 to 2026. Prior to joining PotlatchDeltic in 2006, he was employed for 23 years by Plum Creek Timber Company, Inc., a REIT formerly traded on the NYSE until it was acquired by Weyerhaeuser Company in 2016 | | | | | Mr. Covey has a deep understanding of all aspects of the business and operations. He has a strong background in timberlands, real estate and forest products and extensive executive-level experience in financial and operational management of timberlands and wood products and other manufacturing facilities. Through his experience managing a REIT, he also has an operational understanding of the requirements associated with maintaining REIT status. | | | | | | |

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    | | | Gregg A. Gonsalves Age: 58 Director Since: 2022 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | RREEF Property Trust, Inc. | | | | | • | Compensation | | | | | | | Professional Highlights: | | | | | | | | Co-Chief Executive Officer of Diamond Star Commercial Vehicles, a Southern California based truck dealership, since 2025, and Partner at Integrated Capital LLC, a hotel-focused, private real estate advisory and investment firm, since 2013. Goldman, Sachs & Co. for more than 20 years, most recently as the Partner responsible for Goldman’s Real Estate Mergers and 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 Mr. Covey did not serve as an executive officer (as such term is defined in Section 16 and Rule 3b-7 of the Exchange Act) of PotlatchDeltic during his tenure as Executive Chair. |

  19. average shareholder approval over the last five years

    | 2026 Proxy Statement | 11 |

  20. average shareholder approval over the last five years

    | | D. Mark Leland Age: 64 Director Since: 2026 | Board Committees: | | Other public directorships: | | | | | • | Audit | • | Kinetik Holdings Inc. | | | | • | Compensation | • | Rice Acquisition Corporation | | | | Professional Highlights: | | | | | | | Director of PotlatchDeltic from 2018 to 2026; interim President and Chief Executive Officer of Deltic Timber Corporation from 2016 to 2017; Executive Vice President and Chief Financial Officer of El Paso Corporation, a natural gas and energy company formerly traded on NYSE from 2005 to 2009; President of El Paso’s midstream business unit from 2009 to 2012; Director of El Paso Pipeline Partners, L.P. from its formation in 2007 to 2012 | | | | | Mr. Leland brings extensive executive, operational, and financial experience including his certifications as an Internal Auditor and Management Accountant and provides invaluable insight to the Board in its oversight of the company’s assets and operations through his experience on the boards of directors of several publicly traded companies. | | | | | |

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    | | Mark D. McHugh Age: 50 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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    | | | Ann C. Nelson Age: 66 Director Since: 2020 | Board Committees: | | Other public directorships: | | | | | | • | Chair of Audit | • | Clearwater Paper Corporation | | | | | • | Nominating | | | | | | | Professional Highlights: | | | | | | | | More than 35 years of senior leadership and management experience (25 as an audit partner); Lead Audit Partner with KPMG LLP, an independently registered public accounting firm, 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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    | 12 | Rayonier Inc. |

  24. average shareholder approval over the last five years

    | | | Lenore M. Sullivan Age: 68 Director Since: 2026 | Board Committees: | | Other public directorships: | | | | | | • | Audit | • | None | | | | | • | Nominating | | | | | | | Professional Highlights: | | | | | | | | Director at PotlatchDeltic Corp. from 2018 to 2026; Director at Deltic from 2015 to 2018; Retired partner at Perella Weinberg Partners where she served as portfolio manager for the firm’s Agility Real Return Asset Fund from 2007 to 2009; Investment Advisory Committee member of the Employee Retirement System of Texas from 2010 to 2019; Associate Director for the Real Estate and Finance and Investment Center at the University of Texas at Austin from 2002 to 2007 | | | | | Ms. Sullivan has extensive knowledge of real estate, REITs, financing and related capital markets. Her corporate financial experience in analyzing and evaluating financial statements and her executive experience supplements the Board’s extensive collective expertise in these areas. | | | | | | |

  25. 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.” 2025 / 2026 COMPENSATION PAID TO NON-MANAGEMENT DIRECTORS For the 2025-2026 period, each non-management director received and/or earned the following cash compensation (prorated for partial year service, as applicable):

  26. 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 $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. |

  27. 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.

  28. DIRECTOR COMPENSATION

    | 4 Following the merger with PotlatchDeltic. | | 5 In lieu of this annual cash retainer, Mr. Cremers, as Executive Chairman, will receive the compensation package outlined in his letter agreement with the Company entered into in connection with the PotlatchDeltic merger. |

  29. DIRECTOR COMPENSATION

    | 2026 Proxy Statement | 13 |

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION TABLE The following table provides compensation information for the one-year period ended December 31, 2025 for all individuals serving on our Board at any time during 2025.

  31. DIRECTOR COMPENSATION

    | 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 |

  32. 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 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. |

  33. DIRECTOR COMPENSATION

    | 14 | Rayonier Inc. |

  34. 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 real estate investment trust (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 96.2% of the votes cast in favor of our compensation programs and practices and therefore we did not make any changes to our programs in 2025 as a direct result of such Say-on-Pay vote. COMPENSATION POLICIES AND GOVERNANCE PRACTICES SUMMARY.

  35. COMPENSATION DISCUSSION AND ANALYSIS

    | | WHAT WE DO | | WHAT WE DON’T DO | | ✓ | Pay for performance with focus on long-term value creation | • | No hedging or pledging of Company stock | | | | • | 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 excessive executive perquisites | | ✓ | Avoid compensation practices that encourage inappropriate risk | | | | ✓ | 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 | | |

  36. 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 •Sustainability-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 | |

  37. 2025 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 2025, the target bonus award opportunities for the named executive officers were as follows: Mr. McHugh, 125%; Messrs. Long and Rogers and Ms. Tice, 100%; and Mr. Bridwell, 75%. The target bonus for Mr. Bridwell increased from 65% based on his level of responsibility and our annual compensation market review, which is discussed in the Compensation Benchmarking section. Bonus Plan Metrics. Consistent with 2024, the financial performance objective under our annual bonus program for 2025 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 expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, costs related to the merger with PotlatchDeltic, asset impairment charges, restructuring charges, costs related to disposition initiatives 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:

  38. 2025 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 |

  39. 2025 TARGET COMPENSATION MIX

    Measuring 2025 Results. Our pre-established adjustment guidelines provide that performance results under our annual bonus program with respect to Adjusted EBITDA may be adjusted to take into account material unusual, nonrecurring and/or non-budgeted items impacting the bonus calculation. In 2025, we adjusted the budget to reflect the New Zealand divestiture as a discontinued operation. This resulted in a $58.4 million reduction to the Adjusted EBITDA target. Payout at target award levels for 2025 required achievement of Adjusted EBITDA of $223.7 million, representing the annual budgeted amount approved by the Board in January 2025 (as adjusted to reflect the aforementioned divestiture). Actual Adjusted EBITDA for 2025 was $248.0 million (or 110.9% of budgeted Adjusted EBITDA), resulting in funding for the financial performance component at 150% of target; or 105% on a weighted basis. Our 2025 strategic objectives focused on enhancing shareholder value by executing on our asset disposition and capital structure realignment plan, advancing opportunities within our Land-Based Solutions business (including solar, carbon capture and storage, and voluntary carbon markets), optimizing forest productivity with Market Driven Precision Forestry, laying the groundwork for future carbon emissions reductions, and expanding our real estate development pipeline. After assessing management’s performance for 2025 against the identified strategic objectives and completing a qualitative review of earnings, the Compensation Committee approved a payout of 42.5% on a weighted basis for the strategic objectives and quality of earnings component of the bonus, bringing the overall payout funding level to 147.5% of target awards. In making its determination, the Compensation Committee recognized that 2025 was a transformational year for the Company, marked by the successful execution of several major strategic initiatives. Such initiatives included: (1) a significant organizational restructuring at the start of the year designed to optimize the Company’s overhead costs following several large asset sales, (2) the divestiture of the Company’s New Zealand joint venture interest for a sale price of $710 million, (3) the announcement of a merger-of-equals transaction with PotlatchDeltic (closed in January 2026), which roughly doubled the size of the Company’s timberland portfolio and added an integrated wood products manufacturing business. In addition, the Compensation Committee noted the Company’s strong financial performance amid very challenging market conditions during 2025, including a record contribution from the Real Estate segment. These factors led the Compensation Committee to award a strategic payout of 42.5%, or 141.7% of target, bringing the overall payout funding level to 147.5% of target awards. Final 2025 Bonus Awards. The final annual bonuses earned by our named executive officers for 2025 were approved by the Compensation Committee and, for Mr. McHugh, by our independent directors, in February 2026 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 2025 was 147.5% of target, and no further adjustments were made to the earned bonuses for the named executive officers. LONG-TERM INCENTIVES. The Rayonier 2023 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 2025, the Compensation Committee adopted a long-term incentive program that was consistent with our 2024 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 31. Long-term incentive target award values for 2025 are reflected below:

  40. 2025 TARGET COMPENSATION MIX

    | 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 |

  41. 2025 TARGET COMPENSATION MIX

    (1) These amounts reflect the approved target value of long-term incentive compensation granted to our named executive officers in 2025. 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 2025, 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 2025; the performance period began on April 1, 2025 and ends on March 31, 2028. 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 2025 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. 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 2028 after the end of the performance period on March 31, 2028, based on our relative TSR performance percentile ranking against the peer group, as follows:

  42. 2025 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% |

  43. 2025 TARGET COMPENSATION MIX

    | 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 | |

  44. 2025 TARGET COMPENSATION MIX

    See Option Exercises and Stock Vested section for information regarding our TSR performance achievement and the resulting payout under our 2022 Performance Share Award program covering the 36-month performance period ending March 31, 2025. Impact of the Merger on Equity Awards. Under the terms of the merger agreement, in order to treat equity award holders of Rayonier and PotlatchDeltic similarly, the merger was considered a change in control for purposes of Rayonier's equity awards that were outstanding immediately prior to the closing of the merger. Accordingly, the performance goals underlying the outstanding performance share awards were deemed achieved based on the greater of the target award level and actual level of performance, and upon the closing, all performance share awards outstanding as of December 31, 2025, were converted into time-based restricted stock units. These restricted stock units remain subject to the original 36-month vesting schedule established at the time of the initial grant. Outstanding time-based restricted stock units outstanding immediately prior to the closing of the merger also remained outstanding following the merger and continue to vest in accordance with their terms. Pursuant to the Rayonier Executive Severance Pay Plan, upon a qualifying termination within 24 months following the closing of the merger, restricted stock units held by our named executive officers and other holders will immediately vest.

  45. 2025 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 38. For those eligible participants who were employed prior to January 1, 2006, the Rayonier Salaried Retiree Medical Plan provides salaried employees, who were previously eligible for retirement benefits under our Retirement Plan for Salaried Employees of Rayonier prior to its termination in 2023, 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. The Compensation Committee reviews these retirement benefits programs periodically to evaluate their continued competitiveness. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS. Severance Pay Plan. The Severance Pay Plan for Salaried Employees provides severance benefits to all salaried employees of Rayonier, including the named executive officers, in the event their employment is terminated (other than “for cause” and other non-qualifying terminations defined in the plan). Upon execution of a satisfactory separation agreement, the severance benefit available to our named executive officers ranges from 20 weeks to 26 weeks of base salary, plus an additional week of base salary for each year of service over one year. Executive Severance Pay Plan. The Compensation Committee recognizes that, as with all publicly traded corporations, there exists the possibility of a change in control of Rayonier and that the uncertainty created by that possibility could result in the loss or distraction of senior executives to the detriment of Rayonier and our shareholders. The Executive Severance Pay Plan, referred to in this discussion as the “Executive Plan,” reflects the Compensation Committee’s view that it is critical to encourage executive retention and that the continued attention and dedication of our senior executives 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

  46. 2025 TARGET COMPENSATION MIX

    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. 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 2025 compensation levels for senior executives, including each of the named executive officers, the Compensation Committee referenced median compensation levels at comparably sized general industry companies and REITs using three 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 $3 billion and $10 billion, blended with (3) FW Cook’s internal database of proxy data from REITs with total capitalization between $3 billion and $10 billion. Because our market capitalization relative to our revenue base is significantly larger than many general industry companies in the 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 2025, 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.

  47. 2025 TARGET COMPENSATION MIX

    We also require that each independent director, within four years of joining the Board, must maintain a minimum ownership interest in Rayonier equivalent to the cumulative number of annual equity retainer shares granted to them over the previous four years. Prior to satisfying his or her ownership requirement, a director or executive officer 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 47 and is incorporated in this CD&A by reference. TAX CONSIDERATIONS. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”) precludes a public corporation from taking a deduction for compensation in excess of $1 million for certain of our named executive officers. In reviewing and establishing our compensation program and payments, the Compensation Committee considers the anticipated tax treatment to Rayonier and the named executive officers. However, deductibility of compensation is only one factor that the Compensation Committee takes into account in setting executive compensation, and the Compensation Committee retains the flexibility to award compensation that is not deductible in its discretion. CLAWBACK POLICY. In 2023, we adopted The Rayonier Inc. Clawback Policy in the Event of a Financial Restatement in accordance with NYSE listing standards. This policy requires Section 16 officers, current and former, to repay or return certain excess incentive compensation in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. Excess incentive compensation is generally defined as incentive compensation received during the three years preceding the financial restatement that exceeds the amount of incentive compensation that otherwise would have been received had it been determined based on the restated amounts. Any recoupment of compensation under this policy is made without regard to misconduct and the Compensation Committee has no discretion with respect to the decision to clawback, subject to very limited exceptions. We also have the Rayonier Inc. Clawback Policy in the Event of Detrimental Conduct (the "Detrimental Conduct Clawback Policy") that applies to a broader group of executives, typically those at the director level and above. The Detrimental Conduct Clawback Policy provides the Compensation Committee discretion to recover incentive awards that were paid or remain outstanding during the 36 months prior to the detrimental conduct in question. Under this policy, detrimental conduct includes failure to comply with material policies of the Company, committing an illegal act in connection with the performance of a covered employee's duties or taking any action or failing to take action which puts the Company at material risk.

  48. 2025 TARGET COMPENSATION MIX

    | 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 | | | | | | | | |

  49. 2025 TARGET COMPENSATION MIX

    | Year | Summary Compensation Table Total for PEO (Nunes) (1) | Summary Compensation Table Total for PEO (McHugh) (1) | Compensation Actually Paid to PEO (Nunes) (2) | Compensation Actually Paid to PEO (McHugh) (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) | | | | 2025 | — | $5,457,716 | — | $4,170,523 | $2,014,782 | $1,636,852 | $99.72 | $105.43 | $480.4 | $248.0 | | 2024 | $3,357,889 | $4,751,207 | $331,928 | $3,205,374 | $1,731,472 | $1,216,143 | $108.51 | $107.29 | $369.0 | $230.2 | | 2023 | $6,285,716 | — | $5,746,248 | — | $1,930,903 | $1,720,720 | $125.99 | $106.31 | $178.5 | $246.0 | | 2022 | $5,751,241 | — | $4,677,297 | — | $1,636,262 | $1,396,101 | $119.24 | $99.59 | $122.8 | $259.9 | | 2021 | $5,316,481 | — | $9,416,465 | — | $1,532,344 | $2,390,845 | $141.54 | $137.29 | $210.5 | $250.5 |

  50. 2025 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 | | | | | | | | | | 2025 | $5,457,716 | $3,058,120 | — | $2,129,585 | ($802,609) | $75,167 | $368,784 | $4,170,523 | | 2024 (McHugh) | $4,751,207 | $2,911,666 | — | $1,974,564 | ($852,510) | $165,040 | $78,739 | $3,205,374 | | 2024 (Nunes) | $3,357,889 | $1,970,264 | — | $666,238 | ($2,309,005) | $461,701 | $125,369 | $331,928 | | 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 | | Other NEOs | | | | | | | | | | 2025 | $2,014,782 | $844,223 | — | $587,892 | ($261,564) | $26,541 | $113,424 | $1,636,852 | | 2024 | $1,731,472 | $778,060 | — | $527,646 | ($355,417) | $63,702 | $26,800 | $1,216,143 | | 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 |