Ashlee Cribb
About Ashlee Cribb
Ashlee Townsend Cribb is Vice President, Wood Products at PotlatchDeltic (PCH) since 2021 and is designated to serve as EVP, Wood Products of the combined PCH–Rayonier company upon merger close; prior to PCH she was SVP – Chief Commercial Officer at Roseburg Forest Products . Company performance context for 2024: PCH generated $232.1M Total Adjusted EBITDDA on $1.1B revenue (vs $200.2M on $1.0B in 2023), while Wood Products posted $(7.7)M EBITDDA amid weak lumber pricing; lumber shipments were a record 1.107 BBF, and the $131M Waldo, AR sawmill modernization was completed and in ramp-up . PCH’s 2024 TSR translated to $117.95 on a $100 initial investment vs $123.25 for the peer group; funds from operations (FFO) were $222.4M (96.9% of target) which fed directly into annual incentive payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PotlatchDeltic | Vice President, Wood Products | 2021–present | Leads wood products operations; during 2024, division shipped record 1.107 BBF and completed $131M Waldo modernization; divisional EBITDDA was $(7.7)M amid price headwinds |
| Roseburg Forest Products | SVP – Chief Commercial Officer | Prior to 2021 | Senior commercial leadership at large wood products manufacturer |
External Roles
- None disclosed (no current public company directorships reported) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 435,831 | 454,808 | 471,523 |
| Base Salary (HR table) | — | 457,900 | 474,000 |
| Salary Increase YoY | — | — | 3.5% |
| Target Annual Bonus (% of Base) | — | — | 45% |
| Actual Annual Bonus Paid ($) | 394,000 | 88,000 | 96,400 |
| All Other Compensation ($) | 143,699 | 38,045 | 27,018 (incl. 401k match $14,490; Supplemental Plan II alloc. $9,010; life insurance $3,518) |
Notes: Two sources list base salary—HR program table and Summary Compensation Table; the HR table shows the approved salary levels, while the SCT shows amounts paid within the fiscal year .
Performance Compensation
Annual Incentive Program (AIP) – Design and 2024 Outcome
- Structure: 80% financial (Corporate FFO for all; plus divisional EBITDDA for operating leaders), 20% non-financial (safety, operational excellence, ESG) with 0–200% leverage on financials and 50–150% on non-financials; individual modifier 0–200% .
- 2024 Corporate FFO actual: $222.4M (96.9% of $229.5M target) → 88% achievement factor .
- Wood Products group outcome (applies to Cribb’s AIP cohort):
| Metric (Wood Products cohort) | Weight | Target | Actual/Result | Achievement | Payout Contribution |
|---|---|---|---|---|---|
| Corporate FFO | 20% | $229.5M | $222.4M | 88% | See total |
| Corporate Non-Financial | 5% | — | Company above-target | 130% | See total |
| Division EBITDDA (Wood Prod.) | 60% | $26.0M | $(7.7)M | 0% | See total |
| Division Non-Financial | 15% | — | Above target | 140% | See total |
| Total AIP Payout vs Target | — | — | — | — | 45% |
- Cribb’s 2024 AIP paid $96,400 (aligns with ~45% of her $213,300 target at 45% of base) .
Long-Term Equity Incentives (LTI)
- Program mix: 60% performance shares (PSUs) based on 3-year relative TSR vs timber/REIT peers and FTSE Nareit All Equity REITs percentile; 40% time-based RSUs vesting 3 years (12/31 preceding the 3rd anniversary) .
- 2022–2024 PSU cycle paid at 78.67% of target (underperformed peer median TSR and ranked 75/137 on Nareit) .
| 2024 Grants (effective 2/8/2024) | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| Performance Shares (target) | 7,003 | 370,599 |
| RSUs | 4,669 | 208,564 |
Equity Ownership & Alignment
- Beneficial Ownership: 11,598 PCH shares (<1%) plus 25,181 common stock units (deferred/RSU-related; no voting) .
- Shares Outstanding (for context): 78,744,504 as of 3/10/2025 .
- Ownership as % of Outstanding: approximately 0.015% (11,598 / 78,744,504; computed from cited figures) .
Vested vs. Unvested and Vesting Schedules
- Unvested/Unearned as of 12/31/2024:
| Award | Grant Date | Unvested/Unearned (#) | Vesting/Performance Terms |
|---|---|---|---|
| RSUs | 2/8/2024 | 4,870 | 100% vest 12/31/2026 |
| RSUs | 2/9/2023 | 4,584 | 100% vest 12/31/2025 |
| RSUs | 7/28/2021 | 10,950 | 100% vest 7/28/2025 |
| PSUs (2024–2026) | 2/8/2024 | 7,305 (target + div. eq.) | 3-year relative TSR; payout 0–200% |
| PSUs (2023–2025) | 2/9/2023 | 6,876 (target + div. eq.) | 3-year relative TSR; payout 0–200% |
- 2024 Vested: 8,448 shares; value realized $331,584 (performance shares and RSUs; gross before tax withholding) .
- Ownership Guidelines: Officers must hold stock equal to 2× base salary for Vice Presidents; all NEOs are compliant or within the 5-year window . Hedging prohibited; pledging by directors/executives prohibited except in limited cases with Compensation Committee approval . No pledging is disclosed for Cribb in the ownership table .
Employment Terms
- Severance Program (non‑CIC): Lump-sum equal to 3 weeks per year of service (min 12 months of base salary), a 12-month healthcare premium cash benefit, and up to 12 months outplacement; unvested equity forfeited outside retirement/death/disability .
| Termination Scenario (as of 12/31/2024) | Cash Severance | Pro‑Rata Bonus | Equity Accel. | Benefits | Other | Total |
|---|---|---|---|---|---|---|
| Non‑CIC Involuntary (not for cause) | $474,000 | — | — | $14,933 | $20,000 | $508,933 |
| Change-in-Control (Double Trigger within 1 mo prior–24 mo post CIC) | $1,718,300 (2.5× base+target bonus) | $213,300 | $1,357,461 | $14,933 | $20,000 | $3,323,994 |
| Retirement/Death/Disability (12/31/2024 illustration) | $0 | $213,300 | PSUs pro‑rated at “actual” perf.: 7,019 sh est.; RSU accel: 14,032 sh est.; Total equity value $826,252 at $39.25/sh | — | — | $1,039,552 |
- Clawbacks: Company maintains Nasdaq 5608 compliant policy for erroneously awarded incentive comp and a broader misconduct-related recovery policy (lookback 12 months before to 36 months after termination) .
- Insider Trading: Prohibits hedging; pledging only with approval; robust pre-clearance/blackout processes .
Transaction-Related (Rayonier Merger)
- Equity Treatment at Close: PCH RSUs convert to Rayonier RSUs using an equity award exchange ratio; PSUs convert to Rayonier RSUs at the greater of target or actual performance accrued to close; options receive parent shares based on intrinsic value; out-of-the-money options canceled .
- Acceleration Terms Updated: On Oct 13, 2025, PCH’s board removed the requirement that the change in control occur at least 6 months after grant for double-trigger 100% acceleration to apply (affects named executive officers including Cribb) .
- Anticipated Role Post-Close: EVP, Wood Products of the combined company (post-close leadership slate) .
Performance Compensation – Detailed Metrics and Weighting
| Component | Metric | Weight | Target | Actual/Outcome | Payout |
|---|---|---|---|---|---|
| Annual (2024) | Corporate FFO | 80% (corporate cohort); 20% (divisional cohort) | $229.5M | $222.4M (96.9% of target) | 88% factor |
| Annual (2024) | Wood Products EBITDDA | 60% (divisional) | $26.0M | $(7.7)M | 0% factor |
| Annual (2024) | Non-Financial (Safety/Operational/ESG) | 20% overall (15% divisional + 5% corporate) | — | Above target | 130% corp/140% divisional |
| LTI (2024–2026 PSUs) | Relative TSR vs peer median and Nareit All Equity REITs (50%/50%) | 60% of LTI value | Target at peer median/50th percentile | Paid 0–200% after 3 years | Scale disclosed |
| LTI (2022–2024 PSUs) | Relative TSR | — | — | 78.67% payout | 78.67% |
Peer set for PSU TSR includes Weyerhaeuser, UFP Industries, Rayonier, The St. Joe Company, West Fraser, Canfor, Interfor, Western Forest Products .
Investment Implications
- Pay-for-performance alignment: Cribb’s 2024 bonus paid at 45% of target for her cohort, reflecting a 0% factor on Wood Products EBITDDA amid industry headwinds, partially offset by above-target operational and safety/ESG scores; this indicates formulaic downside sensitivity to division profitability while still recognizing operational execution .
- Equity-heavy incentives: A majority of LTI is performance-based PSUs on relative TSR, with mid-cycle results historically delivering less than 100% (2022–2024 paid 78.67%), reinforcing multi-year alignment with shareholders; no stock options are granted, reducing leverage to underwater repricing risk .
- Ownership and selling pressure: Unvested RSUs (notably 10,950 vesting on 7/28/2025) and ongoing PSU cycles imply periodic Form 4 activity for tax withholding; beneficial ownership is modest (11,598 shares; ~0.015% of outstanding), and pledging is prohibited, which limits financing-driven selling risk .
- Retention and CIC economics: With the merger pending, double-trigger CIC protection (2.5× base+target bonus plus full equity acceleration) and explicit conversion of awards to Rayonier RSUs reduce immediate flight risk; removal of the 6‑month grant timing condition further strengthens protection for recent grants during the transaction window .
- Governance backdrop: Strong say-on-pay support (>96% in 2024), an independent compensation consultant (Semler Brossy), robust clawbacks, and hedging/pledging prohibitions support compensation governance quality .
Overall, Cribb’s incentives are tightly coupled to divisional EBITDDA and multi-year TSR. Near-term insider activity is likely driven by scheduled RSU vesting (e.g., 7/28/2025) and PSU settlements rather than discretionary selling, while the merger-related award conversion and broadened CIC acceleration terms may modestly increase equity realizations upon any qualifying separation around closing .
Key disclosure notes: No education/age information is disclosed for Ms. Cribb in the proxy; no related-party transactions were reported for 2024; Ms. Cribb does not participate in legacy pension plans (post-2011 entrants) .