Document

DEF 14A 1 a2021proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934

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RAYONIER INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2021 Annual Meeting of Shareholders

April 7, 2021

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2021 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 20, 2021, at 2:00 p.m., local time, at Rayonier’s headquarters, 1 Rayonier Way, Wildlight, Florida 32097. At the meeting, our shareholders will be asked to:

1.Elect the nine (9) director nominees named in the Proxy Statement to terms expiring at the 2022 Annual Meeting of Shareholders;

2.Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

3.Ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for 2021; and

4.Transact any other matters as may properly come before the meeting.

Shareholders of record at the close of business on March 19, 2021 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.

Once again, we are pleased to utilize the Securities and Exchange Commission (“SEC”) rules allowing us to furnish our proxy materials to you over the internet. We believe this allows us to provide the information you need in a more timely, efficient and cost-effective manner.

As always, your vote is very important. We urge you to please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meeting.

Very truly yours,

David L. Nunes

President and Chief Executive Officer

Mark R. Bridwell

Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 20, 2021: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2020 Annual Report are available at www.proxyvote.com.


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

TABLE OF CONTENTS


202 1 PROXY SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			5
Election Process			5
Director Qualifications			5
Director Nominations			5
Information as to Nominees for Election to the Board of Directors			6
DIRECTOR COMPENSATION			9
Overview			9
20 2 0 / 202 1 Compensation Paid to Non-Management Directors			9
Director Compensation Table			9
CORPORATE GOVERNANCE			10
Corporate Governance Principles			10
Director Independence			10
Committees of the Board of Directors			10
Board Leadership Structure			12
Oversight of Risk			12
Oversight of Environmental and Social Sustainability			13
Non-Management Director Meetings			13
Board Self-Evaluation Process			13
Director Attendance at Annual Meeting of Shareholders			13
Communications with the Board			13
Director Nomination Process			14
Diversity			14
Related Person Transactions			14
Standard of Ethics and Code of Corporate Conduct			14
Compensation Committee Interlocks and Insider Participation; Processes and Procedures			14
PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON “SAY-ON-PAY”			15
NAMED EXECUTIVE OFFICERS			15
COMPENSATION DISCUSSION AND ANALYSIS			16
EXECUTIVE SUMMARY			17
Our Compensation Philosophy			17
Say-On-Pay			17
Compensation Policies and Governance Practices Summary			17
COMPONENTS OF EXECUTIVE COMPENSATION			18
Base Salary			19
Annual Bonus Program			19
Long-Term Incentives			20
OTHER COMPENSATION INFORMATION			23
Executive Perquisites			23
Retirement Benefits			23
Post-Termination and Change in Control Benefits			24
DECISION-MAKING PROCESS			24
Role of the Compensation Committee, Management and Advisors			24
Compensation Benchmarking			25
COMPENSATION POLICIES AND GOVERNANCE PRACTICES			25
Stock Ownership Guidelines			25
Prohibition on Hedging and Pledging Share Ownership			26
Tax Considerations			26
Clawback Policy			26
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE			26
SUMMARY COMPENSATION TABLE			27
CEO PAY RATIO			28

2021 Proxy Statement


GRANTS OF PLAN-BASED AWARDS			29
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			30
OPTION EXERCISES AND STOCK VESTED			31
PENSION BENEFITS			31
NONQUALIFIED DEFERRED COMPENSATION			33
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			33
EQUITY COMPENSATION PLAN INFORMATION			35
PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
REPORT OF THE AUDIT COMMITTEE			36
Audit Committee Financial Expert			37
Information Regarding Independent Registered Public Accounting Firm			37
OWNERSHIP OF AND TRADING IN OUR SHARES			38
Share Ownership of Directors and Executive Officers			38
Share Ownership of Certain Beneficial Owners			39
Delinquent Section 16(a) Reports			39
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			40
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting			40
Annual Report			40
Delivery of Materials to Shareholders Sharing an Address			40
QUESTIONS AND ANSWERS			41
RAYONIER AUDIT COMMITTEE POLICIES AND PROCEDURES			A-1
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			B-1

Rayonier Inc.

2021 PROXY SUMMARY


This summary highlights information contained elsewhere in this Notice of Annual Meeting of Shareholders and Proxy Statement or in our corporate governance documents published on our website at www.rayonier.com. We encourage you to read this Notice of Annual Meeting of Shareholders and Proxy Statement in its entirety before voting. Throughout, the terms “we,” “us,” “our,” “the Company,” and “Rayonier” refer to Rayonier Inc.
2021 ANNUAL MEETING OF SHAREHOLDERS
Time and Date:			Thursday, May 20, 2021, 2:00 p.m. (Eastern Time)
Place:			1 Rayonier Way, Wildlight, Florida 32097
Record Date:			March 19, 2021
Voting:			Shareholders of record at the close of business on March 19, 2021, are entitled to vote through one of the following options:



BY MAIL Sign, date and return your proxy card or voting instruction form	VIA THE INTERNET Visit www.proxyvote.com	BY TELEPHONE Call the telephone number on your proxy card, voting instruction form or notice	IN PERSON Attend the Annual Meeting in Wildlight, FL See page 41 for details

2020 PERFORMANCE HIGHLIGHTS

$37.1M

Net Income Attributable

to Rayonier

$0.27

EPS

$29.8M

Net Income

$204.2M

Cash Provided by

Operating Activities

$33.5M*

Pro Forma Net Income

$0.25*

Adjusted EPS

$267.4M*

Adjusted EBITDA

$162.4M*

CAD

We were pleased with our performance across all our business lines in 2020, especially given the significant disruption and uncertainty created by the COVID-19 pandemic. The diversity of our timber markets, the positioning of our real estate portfolio and the resiliency of our people during challenging operating conditions all contributed to our solid performance. We also remained intensely focused on our strategic priorities, most notably, the successful closing and integration of the Pope Resources acquisition, which was announced in January 2020.

We generated 2020 Adjusted EBITDA* of $267.4 million, an increase of 8% versus the prior year. Higher Adjusted EBITDA* from our Real Estate segment and Pacific Northwest Timber segment more than offset lower Adjusted EBITDA* from our Southern Timber and New Zealand segments, as our businesses adapted to the challenges posed by the pandemic. We continued to take a nimble approach to capital allocation during 2020 - we invested in our existing portfolio, completed acquisitions, distributed dividends of $146.3 million and repurchased, as well as issued equity on an opportunistic basis. We finished the year in a strong balance sheet position, as our net debt of $1.2 billion represented 23% of our enterprise value and 4.5x 2020 Adjusted EBITDA* (reflecting only a partial year contribution from the Pope acquisition).

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


2021 Proxy Statement						1

2021 PROXY SUMMARY

SHAREHOLDER ENGAGEMENT

We value shareholder engagement and each year interact with and seek input from our shareholders through various shareholder outreach initiatives, including in-person and telephonic meetings, investor conferences, our annual meeting of shareholders and non-deal roadshows. In 2020, our shareholder engagement activities included 1 non-deal roadshow, 8 investor conferences and numerous individual meetings, most of which were conducted virtually. Combined, our 2020 engagement activities covered shareholders representing in the aggregate approximately 41% of our outstanding common shares ("Common Shares"), and included meetings with 9 of our 20 largest shareholders, including 5 of our 10 largest active holders. These engagement activities are informative and help us to better understand our shareholders’ views and perspectives on our financial performance, business strategy, capital allocation strategy, public disclosures, corporate governance, and environmental, social and other topics. We welcome investor interaction and feedback. Our Investor Relations department is the point of contact for shareholder interaction with the Company. Shareholders may also access information about the Company in the Investor Relations section of our website (www.rayonier.com).

CORPORATE GOVERNANCE HIGHLIGHTS

Rayonier’s commitment to good corporate governance is integral to our business. The key elements of our governance practices are below:

Annual election of directors

Majority voting of all directors

Annual review of Board skills, characteristics and experience

Diversity reflected in Board composition

8 of our 9 director nominees are independent

Separation of Board Chairman and CEO

Annual Board member independence evaluations

Policy prohibiting hedging or pledging of our shares by executives and directors

Comprehensive Code

of Conduct and Corporate Governance Guidelines

Board participation in executive succession planning

Regular executive sessions of Board and Board Committees

Compensation “clawback” policy

Majority of Board compensation consists of stock

Directors have stock ownership requirements


2						Rayonier Inc.

2021 PROXY SUMMARY

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Important information about the experience, qualifications, attributes and skills of each of our director nominees can be found beginning on page 6. Our Board of Directors (“Board”) recommends that you vote “FOR” each of the director nominees.

COMMITTEE MEMBERSHIPS

OTHER PUBLIC CO. BOARDS

NAME

AGE

DIRECTOR SINCE

PRINCIPAL
OCCUPATION

INDE-PENDENT

NGC

Dod A. Fraser (Chairman of the Board of Directors)

2014

President of Sackett Partners

Keith E. Bass

2017

CEO of Mattamy Homes US; Managing Partner of Mill Creek Capital LLC

Scott R. Jones

2014

Retired, President of Forest Capital Partners

Chair

None

V. Larkin Martin

2007

Managing Partner at Martin Farm; Vice President of The Albemarle Corporation

Chair

Meridee A. Moore

2021

Senior Managing Member and Chief Investment Officer of Watershed Asset Management, LLC

Ann C. Nelson

2020

Retired, Lead Audit Partner at KPMG LLP

Chair

David L. Nunes

2014

President and CEO of Rayonier Inc.

None

Matthew J. Rivers

2021

Part-time Director of Alternative Fuel Origination at Drax Group

None

Andrew G. Wiltshire

2015

Founding Partner of Folium Capital LLC; Principal in the management and governance of private orchard and farming companies located in New Zealand

None

Number of Committee Meetings in 2020

AC Audit Committee CC Compensation and Management Development Committee NGC Nominating & Corporate Governance Committee


Below are highlights regarding the age, tenure and diversity of our 9 director nominees.
Director Tenure	Age Distribution	Director Diversity


2021 Proxy Statement						3

2021 PROXY SUMMARY

The table below summarizes a range of skills and experiences that each director nominee brings to the Board, and which we find to be relevant to our business.



CURRENT OR FORMER OUTSIDE PUBLIC COMPANY CEO		2


OUTSIDE PUBLIC COMPANY BOARD				5


AUDIT COMMITTEE FINANCIAL EXPERT		2


REIT			3


TIMBER / FORESTRY INDUSTRY					5


LAND MANAGEMENT / AGRICULTURE			3


LAND MANAGEMENT / REAL ESTATE					5


GOVERNMENT / REGULATORY / POLITICAL / ENVIRONMENTAL	1


INTERNATIONAL		2


DIVERSITY (GENDER, RACE, NATIONAL ORIGIN)					5


CUSTOMER SUPPLY CHAIN			3

PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON “SAY-ON-PAY”

Our shareholders have the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as set forth in Proposal No. 2 starting on page 15. Last year, our shareholders expressed a high level of support for the compensation of our named executive officers, with 98.5% of the votes cast in favor of our compensation programs and practices. Accordingly, the Compensation and Management Development Committee (“Compensation Committee”) continued in 2020 to consistently adhere to its pay-for-performance philosophy and compensation program. Please refer to our Compensation Discussion and Analysis on page 16 for a detailed description of our compensation programs and practices. Our Board recommends that you vote “FOR” the non-binding advisory vote to approve the compensation of our named executive officers.

PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are seeking shareholder ratification of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2021. Please refer to page 36 for additional information. Our Board recommends that you vote “FOR” the ratification of Ernst & Young, LLP to serve as our independent registered public accounting firm for 2021.


4						Rayonier Inc.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

ELECTION PROCESS

The Board is responsible for establishing overall corporate strategy and for overseeing management and the ultimate performance of the Company. The Board held thirteen (13) meetings during fiscal year 2020. During fiscal year 2020, all directors attended at least 75% of the combined total of all Board meetings and all meetings of committees of the Board of which the director was a member. The Nominating and Corporate Governance Committee (“Nominating Committee”) of the Board has nominated the persons whose names are set forth below. In the absence of a vote by a signed proxy, shares represented by the proxy will be voted FOR the election of each of these nominees to the Board.

DIRECTOR QUALIFICATIONS

We believe the members of our Board have the proper mix of relevant experience and expertise given the Company’s businesses and real estate investment trust (“REIT”) structure, together with a level of demonstrated integrity, judgment, leadership and collegiality, to effectively advise and oversee management in executing our strategy. There are no specific minimum qualifications for director nominees other than, as required by our Corporate Governance Principles, no director nominee may stand for election after he or she has reached the age of 72. However, in identifying or evaluating potential nominees, it is the policy of our Nominating Committee to seek individuals who have the knowledge, experience, diversity and personal and professional integrity to be most effective, in conjunction with the other Board members, in collectively serving the long-term interests of our shareholders. The Nominating Committee periodically evaluates the criteria for Board membership, taking into account the Company’s strategy, geographic markets, regulatory environment and other relevant business factors, as well as changes in applicable laws or listing standards.

DIRECTOR NOMINATIONS

Shareholders are being asked to vote on the election of nine (9) directors to serve until the 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The Board has no reason to believe that any nominee will be unable to serve as a director. If, however, a nominee should be unable to serve at the time of the Annual Meeting, Common Shares properly represented by valid proxies will be voted in connection with the election of a substitute nominee recommended by the Board. Alternatively, the Board may either allow the vacancy to remain unfilled until an appropriate candidate is identified or may reduce the authorized number of directors to eliminate the unfilled seat.

If any incumbent nominee for director should fail to receive the required affirmative vote of a majority of the votes cast with regard to his or her election, our Corporate Governance Principles require the director to tender his or her resignation to the Board. The Nominating Committee would then consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation. The Company would publicly disclose the Board’s decision and rationale within 90 days after receipt of the tendered resignation.

Set forth below is certain information concerning each of the director nominees, including age, experience, qualifications and professional highlights during at least the last ten (10) years, based on data furnished by such nominee.



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


2021 Proxy Statement						5

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Dod A. Fraser

Boca Grande, Florida

Age: 70

Director Since: 2014

Board Committees:

Certain other public directorships:

•

Chair of the Board

•

Subsea 7 S.A.

•

Audit

•

OCI N.V.

•

Nominating

Professional Highlights:

President of Sackett Partners, a consulting firm, since 2000; Managing Director and Group Executive, Global Oil and Gas, for Chase Manhattan Bank (now JPMorgan Chase & Co.), from 1995 to 2000

Mr. Fraser has substantial experience in debt and equity markets, bank markets, mergers and acquisitions, and risk oversight. He contributes strongly to the Board’s oversight of the Company’s overall financial performance, reporting and controls.

Keith E. Bass

Tampa, Florida

Age: 56

Director Since: 2017

Board Committees:

Certain other public directorships:

•

Audit

•

Xenia Hotels and Resorts

•

Compensation

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 as large as $1 billion in annual revenue, built lean operations and created long-term operational roadmaps to position companies to thrive in any market climate. Mr. Bass brings a broad real estate perspective to the Board’s evaluation of investment opportunities.

Scott R. Jones

Needham, Massachusetts

Age: 62 Director Since: 2014

Board Committees:

Certain other public directorships:

•

Chair of Compensation

•

None

Professional Highlights:

President of Forest Capital Partners, a forest investment firm, from 2000 to 2018; President and Chief Executive Officer of Timberland Growth Corporation, a timberland REIT joint venture, from 1998 to 2000

Mr. Jones has substantial expertise in forest management, technology and innovations, as well as forest and real estate investments. He is particularly well suited to assist the Board in its investment decisions and oversee the management of the Company’s forest resources and real estate businesses.


6						Rayonier Inc.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

V. Larkin Martin

Courtland, Alabama

Age: 57

Director Since: 2007

Board Committees:

Certain other public directorships:

•

Chair of Nominating

•

Truxton Trust

•

Compensation

Professional Highlights:

Managing Partner of Martin Farm and Vice President of The Albemarle Corporation, family businesses with interests in agriculture and timberland, since 1990; Chair of the Board of Directors of the Federal Reserve Bank of Atlanta, from 2007 to 2008

Ms. Martin has direct operating experience in the land-based businesses of agriculture and timberland management, particularly in the southeastern United States, together with an understanding of national and regional financial markets. Ms. Martin’s skill set adds substantial value to Board discussions regarding our forest resources business, as well as overall economic forces and trends impacting the Company.

Meridee A. Moore

San Francisco, California

Age: 63

Director Since: 2021

Board Committees:

Certain other public directorships:

•

Compensation

•

BlackRock Capital Investment Corp.

•

Nominating

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; Prior to 1992: investment banking at Lehman Brothers, corporate law associate at Simpson Thacher & Bartlett

Ms. Moore has over 25 years of principal investing experience in public and private equity and debt, real estate and other complex assets and financings.

Ann C. Nelson

Boise, Idaho

Age: 61

Director Since: 2020

Board Committees:

Certain 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 on many global publicly traded companies

Ms. Nelson brings expertise to the Board in areas of auditing, accounting and financial reporting, internal controls and corporate governance. In addition, she has direct board experience by way of the Boise Chamber of Commerce (Chairman of the Board and past Treasurer/Audit Committee chair over an eight-year period). Ms. Nelson also has significant experience in the forest products industry, including but not limited to timber REITs.


2021 Proxy Statement						7

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

David L. Nunes

Atlantic Beach, Florida

Age: 59

Director Since: 2014

Board Committees:

Certain other public directorships:

•

None

•

None

Professional Highlights:

President, Chief Executive Officer and Director of the Company, since 2014; Chief Executive Officer of Pope Resources/Olympic Resource Management, from 2002 to 2014

Mr. Nunes has more than three decades of forest products industry experience. He has served in key leadership positions at several timber and real estate companies, including Chief Executive Officer and President, and has substantial background in the areas of timberland management and investments, marketing, strategic planning, mergers and acquisitions and capital planning. We believe this experience and leadership make Mr. Nunes uniquely well suited to contribute to the Board’s considerations of operational and strategic matters and to manage our core businesses.

Matthew J. Rivers Bembridge, Isle of Wight, UK

Age: 63

Director Since: 2021

Board Committees:

Certain other public directorships:

•

Audit

•

None

•

Nominating

Professional Highlights:

Part-time Director of Alternative Fuel Origination at Drax Group, since 2020; part-time Group Special Advisor, from 2017 to 2020; held various key 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.

Andrew G. Wiltshire

Blenheim, New Zealand

Age: 63

Director Since: 2015

Board Committees:

Certain other public directorships:

•

Audit

•

None

•

Nominating

Professional Highlights:

Founding Partner of Folium Capital LLC, since 2016; Management and governance of private orchard and farming companies with operations in New Zealand; Managing Director and Head of Alternative Assets at the Harvard Management Company, the investment company that is responsible for managing Harvard University’s endowment and related financial assets, from 2001 to 2015

Mr. Wiltshire has extensive expertise in the areas of managing and investing in forestry, timberlands, real estate and natural resources. Mr. Wiltshire brings a valuable perspective to the Board’s evaluation of investment opportunities and oversight of the Company’s forest resources and real estate businesses.


8						Rayonier Inc.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

OVERVIEW

The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant time commitment and the skills and experience level necessary for directors to fulfill their duties. Non-management director compensation is set by the Board at the recommendation of the 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 25 under “Stock Ownership Guidelines.”

2020 / 2021 COMPENSATION PAID TO NON-MANAGEMENT DIRECTORS

Non-management director compensation is set by the Board at the recommendation of the Compensation Committee. For the 2020-2021 period, each non-management director received and/or earned the following cash compensation (prorated for partial year service, as applicable):


•			annual cash retainer of $55,000, payable in equal quarterly installments;
•			annual cash retainers to members of the Audit, Compensation and Nominating Committees of $13,500, $7,500 and $5,000, respectively, payable in equal quarterly installments;
•			annual cash retainers for the chairs of the Audit, Compensation and Nominating Committees of $18,000, $10,000 and $6,000, respectively, payable in equal quarterly installments;
•			an additional annual cash retainer for the Chair of the Board of $55,000, payable in equal quarterly installments; and
•			restricted stock award equivalent to $95,000 based on grant date value, vesting upon issuance and to be held until the earlier of four years from the date of issuance or a director’s departure from the Board.

Directors may defer up to 100% of their cash compensation. Any deferred amounts are paid to the director in a single lump sum on the later of the date the director becomes 72 or the conclusion of the director’s term, or upon termination as a director, if prior to age 72. Any deferred amounts shall be credited with interest thereon at a rate equal to 120% of the long term Applicable Federal Rate, adjusted and compounded annually as of December 31.

DIRECTOR COMPENSATION TABLE

The following table provides compensation information for the one-year period ended December 31, 2020 for all individuals serving on our Board at any time during 2020.


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)	All Other Compensation ($)	Total ($)
Bass, Keith E.		76,000		94,990	—	170,990
Fraser, Dod A.		122,484	(2)	94,990	—	217,474
Jones, Scott R.		72,500	(2)	94,990	—	167,490
Kincaid, Richard D.		64,442	(2)	—	—	64,442
Lanigan, Bernard Jr.		45,635		—	—	45,635
Lincoln, Blanche L.		67,500		94,990	—	162,490
Martin, V. Larkin		73,500	(2)	94,990	—	168,490
Nelson, Ann C.		57,565	(2)	94,990	—	152,555
Nunes, David L.(3)		—		—	—	—
Wiltshire, Andrew G.		73,500		94,990	—	168,490


(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 2020 Annual Report on Form 10-K. All awards reflect the May 2020 awards of 4,468 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 $6,675.82 in Audit Chair fees for Mr. Fraser; $11,324.18 in Audit Chair fees for Ms. Nelson; $10,000 in Compensation Chair fees for Mr. Jones; $6,000 in Nominating and Corporate Governance Chair fees for Mrs. Martin; and $26,442.31 in Non-Executive Chair fees for Mr. Kincaid and $28,557.69 in Non-Executive Chair fees for Mr. Fraser.
(3)			Mr. Nunes, as an executive officer of Rayonier, was not compensated for service as a director. See the Summary Compensation Table on page 27 for compensation information relating to Mr. Nunes during 2020.


2021 Proxy Statement						9

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE PRINCIPLES

Our Board operates under a set of Corporate Governance Principles, which include guidelines for determining director independence and consideration of potential director nominees. The Corporate Governance Principles can be found on the Company’s website (www.rayonier.com). The Board, through the Nominating Committee, regularly reviews developments in corporate governance and best practices and, as warranted, modifies the Corporate Governance Principles, committee charters and key practices.

SEC Form DEF 14A filed by Rayonier Inc.