RAYONIER REIT INC (RYN)
Sector: Real Estate
2026 Annual Meeting Analysis
RAYONIER REIT INC · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Cremers joined the board in 2026 (within 24 months) as part of the PotlatchDeltic merger and is exempt from the TSR underperformance trigger; he brings deep timber REIT operational and financial expertise as former CEO of PotlatchDeltic.
Jones has served since 2014 and the company's 3-year stock return of -17.3% trails the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by 27.1 percentage points, which does not meet the 30-percentage-point threshold required to trigger a no vote for directors with negative absolute returns; no overboarding, attendance, or independence concerns identified.
Bass has served since 2017 and the TSR underperformance gap versus the ^FNER — FTSE NAREIT All Equity REITs Index (-27.1pp) falls below the 30pp trigger threshold for negative absolute returns; he holds one outside public board seat (Xenia Hotels) and is a sitting CEO, which counts as one outside board seat — within the policy limit of two for a sitting CEO; no other concerns identified.
Breard joined the board in 2026 as part of the PotlatchDeltic merger and is exempt from the TSR underperformance trigger; she brings strong CFO and financial reporting credentials and serves on two outside public boards (Insight Enterprises and Paylocity), which is within policy limits for a non-executive director.
Covey joined the board in 2026 as part of the PotlatchDeltic merger and is exempt from the TSR underperformance trigger; he brings extensive timber REIT CEO experience and serves on no outside public boards.
Gonsalves has served since 2022 and the 3-year TSR underperformance gap versus the ^FNER — FTSE NAREIT All Equity REITs Index (-27.1pp) falls below the 30pp trigger threshold; he holds one outside public board seat (RREEF Property Trust) and no other concerns are identified.
Leland joined the board in 2026 as part of the PotlatchDeltic merger and is exempt from the TSR underperformance trigger; he holds two outside public board seats (Kinetik Holdings and Rice Acquisition Corporation), which is within policy limits for a non-executive director.
McHugh joined the board in 2024 (within 24 months) and is exempt from the TSR underperformance trigger as a newer director; as CEO he brings direct operational knowledge and no overboarding concerns exist.
Nelson has served since 2020 and the 3-year TSR underperformance gap versus the ^FNER — FTSE NAREIT All Equity REITs Index (-27.1pp) falls below the 30pp trigger threshold for negative absolute returns; she holds one outside public board seat (Clearwater Paper) and brings strong audit and timber industry expertise.
Sullivan joined the board in 2026 as part of the PotlatchDeltic merger and is exempt from the TSR underperformance trigger; she brings real estate finance and REIT investment expertise and serves on no outside public boards.
All ten director nominees receive a FOR vote. The company's 3-year stock return of -17.3% trails the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by 27.1 percentage points, which is below the 30-percentage-point threshold required to trigger against votes for directors with negative absolute TSR. Five of the ten nominees (Cremers, Breard, Covey, Leland, Sullivan) joined the board in 2026 following the PotlatchDeltic merger and are exempt from the TSR trigger under the 24-month new-director exemption. McHugh joined in 2024 and is also within the 24-month exemption window. The remaining four longer-tenured directors (Jones, Bass, Gonsalves, Nelson) all clear the TSR threshold. No overboarding, attendance, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Mark McHugh
Total Comp
$5,457,716
Prior Support
96.2%%
CEO Mark McHugh received total compensation of $5,457,716 for 2025, which is reasonable for a timber REIT CEO at a company with a $6.4 billion market cap and is not materially above benchmark expectations for the role and sector. The pay structure is well-designed: 83% of the CEO's target compensation is variable and at risk, well above the 50-60% threshold required by policy, with long-term incentive awards split equally between performance shares (tied to relative total shareholder return versus peers) and time-based restricted stock units. Although the company's stock has underperformed the ^FNER — FTSE NAREIT All Equity REITs Index by 27.1 percentage points over three years, the pay-for-performance check does not trigger a no vote because the 2022 performance share award paid out at only 74% of target reflecting that underperformance, demonstrating that the incentive structure is actually working as intended to reduce executive pay when shareholders suffer. Prior Say on Pay support of 96.2% in 2025 signals broad shareholder satisfaction with the program, and the company maintains a robust clawback policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
0 yrs
Audit Fees
$1,846,137
Non-Audit Fees
$653,354
KPMG LLP was newly appointed on March 12, 2026, replacing Ernst & Young LLP; its tenure is effectively zero years so the long-tenure concern does not apply. The fee data shown relates to Ernst & Young LLP for fiscal 2025 (the prior auditor): audit fees were $1,846,137 and non-audit fees (tax fees of $646,154 plus other fees of $7,200) totaled $653,354, representing approximately 35% of audit fees — well within the 50% threshold. No material financial restatements were disclosed and KPMG is a Big 4 firm fully adequate for a $6.4 billion company.
Overall Assessment
Rayonier's 2026 annual meeting presents three standard proposals: director elections, Say on Pay, and auditor ratification. All proposals receive a FOR vote — the director slate is supported because the company's TSR underperformance versus the ^FNER — FTSE NAREIT All Equity REITs Index (-27.1pp) falls just below the 30-percentage-point trigger threshold, the CEO pay program is well-structured with strong variable pay linkage and evidence that incentive awards appropriately tracked stock performance, and the newly appointed auditor KPMG LLP raises no independence or tenure concerns.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing