Michele Tyler
About Michele Tyler
Michele L. Tyler is Vice President, General Counsel and Corporate Secretary at PotlatchDeltic (PCH), and serves as signatory on the company’s SEC filings and proxy materials . In 2024 her compensation mix tied materially to company performance: base salary rose to $419,100, target annual bonus was 50% of base, and long-term equity included performance shares linked to relative TSR and RSUs, with annual cash incentive payout reflecting corporate FFO and non‑financial scorecard results . Company performance drivers underpinning her incentives included 2024 FFO of $222.4 million vs. a $229.5 million target (88% achievement), total Adjusted EBITDDA of $232.1 million on $1.1 billion revenue, and 2022–2024 performance shares vesting at 78.67% based on TSR outcomes .
Past Roles
Not disclosed in the DEF 14A filings reviewed; the proxy identifies Ms. Tyler’s current role and named executive officer status but does not provide a biography timeline .
External Roles
Not disclosed in the DEF 14A filings reviewed; no external directorships for Ms. Tyler are indicated in the proxy .
Fixed Compensation
Multi-year summary for Michele L. Tyler:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $380,777 | $397,392 | $416,177 |
| Target Annual Bonus (% of Base) | — | — | 50% |
| Stock Awards – Grant Date Fair Value ($) | $566,760 | $539,404 | $1,070,799 |
| Non-Equity Incentive Plan Compensation ($) | $382,500 | $245,700 | $202,700 |
| All Other Compensation ($) | $33,679 | $34,950 | $30,906 |
| Total Compensation ($) | $1,363,716 | $1,217,446 | $1,720,582 |
Notes:
- 2024 base salary set at $419,100 effective for the year per compensation schedule; actual paid salary shown above reflects payroll timing .
- All Other Compensation includes 401(k) match, Supplemental Plan contributions, and life insurance premiums .
Performance Compensation
2024 Annual Incentive Program (AIP) design and outcomes (Corporate participant group):
| Component | Weighting | Target | Actual/Achievement | Payout |
|---|---|---|---|---|
| Corporate FFO | 80% | $229.5M | $222.385M (96.9% of target); Achievement 88% | Contributes to total AIP outcome |
| Corporate Non-Financial Goals (Operational, Safety, ESG) | 20% | Program scorecard | Achievement 130% | Contributes to total AIP outcome |
| Total Corporate AIP Payout Achieved | — | — | — | 97% of target |
| Ms. Tyler – AIP Cash Paid | — | Target $209,550 (50% of $419,100 base) | — | $202,700 |
Long-Term Incentive (LTI) structure and 2024 grants:
| LTI Component | Weighting | Grant Date | Target | Threshold | Maximum | Vesting |
|---|---|---|---|---|---|---|
| Performance Shares (TSR vs peers and FTSE Nareit All Equity REITs) | 60% | Feb 8, 2024 | 12,948 sh | 25% of target (each scale) | 200% of target (each scale) | Earned over 3-year period ending 12/31/2026 |
| Restricted Stock Units (RSUs) | 40% | Feb 8, 2024 | 8,632 sh | — | — | 100% vests 12/31/2026 |
Historical vesting reference:
- Company-wide 2022–2024 performance shares vested at 78.67% based on relative TSR outcomes; Ms. Tyler’s 2024 stock vesting totaled 7,716 shares valued at $302,853 (includes RSUs and PSUs, with tax sales reducing net shares received) .
2023 AIP comparison (Corporate group):
- Corporate total target payout achieved 123% in 2023; Ms. Tyler’s non-equity incentive paid was $245,700 .
Equity Ownership & Alignment
Ownership as of March 1, 2025 and outstanding awards as of Dec 31, 2024:
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 21,562; <1% of outstanding |
| Common Stock Units (deferred/RSU units, no voting rights) | 17,884 |
| RSUs Outstanding (Grant 2/8/2024) | 9,004 units; Market value $353,407 at $39.25 close |
| RSUs Outstanding (Grant 2/9/2023) | 4,187 units; Market value $164,340 at $39.25 close |
| PSUs Outstanding (Target) | 13,506 units; Market value $530,111 at $39.25 close |
| Officer Stock Ownership Guideline | VP must hold shares equal to 2x base salary; compliance required to sell any company stock |
| Compliance Status | All named executive officers were in compliance or within the 5-year window as of March 1, 2025 |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except in limited cases with Compensation Committee approval |
Additional context:
- 2024 vesting events commonly involve “sell-to-cover” for taxes, reducing net shares received on settlement .
Employment Terms
Severance Program—Termination scenarios (values assume 12/31/2024 separation):
| Scenario | Cash Severance | Pro‑Rata Bonus | Equity Acceleration | Benefit Continuation | Other | Total |
|---|---|---|---|---|---|---|
| Termination other than CIC, retirement, death or disability | $419,100 | — | — | $1,356 | $20,000 (outplacement) | $440,456 |
| Change in Control (double-trigger) | $1,571,600 (2.5x base + target bonus multiple applies to execs other than CEO) | $209,550 | $1,294,387 | $1,356 | $20,000 | $3,096,893 |
Program features:
- Double-trigger requirement for CIC vesting and severance (actual or constructive termination within specified window) .
- Benefits Protection Trust funds obligations upon CIC to secure payment across designated plans .
Clawback and Trading Policies:
- Mandatory clawback for restatements per Nasdaq Rule 5608; supplemental misconduct-based recovery policy also in place .
- Revised Insider Trading Policy in Dec 2023 added pre‑clearance and 10b5‑1 plan approvals .
Deferred Compensation & Perquisites
| Item | 2024 Amount |
|---|---|
| Supplemental 401(k) – Registrant Contributions | $13,309 |
| Aggregate Earnings (Nonqualified Deferred Comp) | $8,104 |
| Aggregate Balance at 12/31/24 | $86,038 |
| Life Insurance Premiums (All Other Compensation component) | $3,107 |
Company policy provides limited perquisites (AD&D insurance, relocation; capped and subject to appraisal protocols; may include tax protection for relocation costs) .
Compensation Peer Group (LTI TSR Comparison)
Peer set for TSR-based performance shares (50% weighting vs peers; 50% vs FTSE Nareit All Equity REITs):
- Weyerhaeuser
- UFP Industries
- Rayonier
- The St. Joe Company
- West Fraser Timber Co.
- Canfor Corporation
- Interfor Corporation
- Western Forest Products
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 96% of votes cast; Compensation Committee retained the general program approach .
- 2023 say‑on‑pay approval exceeded 95%; program changes included adding non‑financial goals to AIP and shifting LTI mix to 60% PSUs / 40% RSUs .
Investment Implications
- Alignment: Strong linkage of Tyler’s incentives to FFO and TSR, with explicit caps and clawbacks, plus stock ownership requirements that must be met to sell company stock—mitigating misalignment and opportunistic trading risk .
- Retention risk: RSUs vest on 12/31/2025 and 12/31/2026 and PSUs complete in 2025–2026 cycles, creating multi‑year retention hooks; CIC provisions are double‑trigger with 2.5x multiple, not single‑trigger—acceptable market practice .
- Selling pressure: 2024 vesting involved sell‑to‑cover for taxes; upcoming RSU/PSU settlements could prompt tax‑related sales, but ownership guidelines constrain discretionary selling and require ongoing compliance .
- Governance quality: No related‑party transactions reported in 2024; hedging/pledging restricted; robust insider trading controls—supportive of investor confidence in compensation administration .