Wayne Wasechek
About Wayne Wasechek
PotlatchDeltic’s CFO since August 29, 2023 (previously Interim CFO/Chief Accounting Officer from April 19, 2023, and Controller/Principal Accounting Officer since November 2018), Wayne Wasechek is a CPA with prior leadership roles at Vail Resorts (VP & Assistant Controller 2011–2018; Senior Director of Financial Reporting 2006–2011) and early career at PwC; he was age 53 at appointment and holds a business administration degree (accounting) from the University of Colorado Boulder . Under his finance leadership, PCH increased 2024 Total Adjusted EBITDDA to $232.1M on $1.1B revenue (from $200.2M on $1.0B in 2023), maintained a 2.3% weighted-average cost of debt via swaps/refinancing, and executed a $131M sawmill modernization while returning $177M via dividends and buybacks . 2024 FFO was $222.4M (96.9% of target), and 2022–2024 PSUs paid 78.67% on relative TSR underperformance versus peers/Nareit, signaling real pay-for-performance sensitivity to shareholder returns . In Q3’25, PCH reported $314.2M revenue, $25.9M net income and $89.3M Total Adjusted EBITDDA, and announced a definitive merger agreement with Rayonier, highlighting capital markets execution and portfolio strategy continuity during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PotlatchDeltic (PCH) | Vice President, Chief Financial Officer (also Chief Accounting Officer) | Aug 29, 2023 – present | Elevated AIP/long-term incentive targets; oversees capital structure, swaps program, refinancings; supports large-scale mill modernization and M&A processes . |
| PotlatchDeltic (PCH) | Interim VP, CFO & CAO | Apr 19, 2023 – Aug 29, 2023 | Transitional executive leadership of finance and accounting . |
| PotlatchDeltic (PCH) | Controller & Principal Accounting Officer | Nov 2018 – Apr 19, 2023 | Led accounting and treasury; established reporting foundations prior to CFO appointment . |
| Vail Resorts (MTN) | VP & Assistant Controller | 2011 – 2018 | Senior controllership for a complex, multi-entity public company . |
| Vail Resorts (MTN) | Senior Director, Financial Reporting | 2006 – 2011 | External reporting leadership . |
| PwC | Auditor | Early career | Foundational audit/CPA experience . |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $405,000 | $445,500 | +10.0% increase recognizing performance and market alignment per Semler Brossy . |
| Target annual bonus (% of base) | 65% | 65% | Corporate participant measured primarily on FFO and non-financial goals . |
| Actual annual bonus paid ($) | $323,300 | $280,100 | Corporate AIP payout achieved 97% of target before individual modifier in 2024 . |
| Stock awards grant-date fair value ($) | $380,543 | $544,429 | Mix of PSUs (60%) and RSUs (40%) . |
| All other comp (benefits) ($) | $25,574 | $34,439 | Includes 401(k) match $14,490, supplemental plan $17,538, life insurance $2,411 for 2024 . |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Results (Corporate Participant)
| Metric | Weight | 2024 Targets | 2024 Actual/Outcome | Payout Factor |
|---|---|---|---|---|
| Corporate FFO | 80% | Threshold $183.6M; Target $229.5M; Max $290.8M | Actual FFO $222.4M (96.9% of target) | 88% |
| Non-financial goals (Ops/ESG/HCM) | 20% | Safety, capital projects, GHG progress, ops execution | Above target on corp. responsibility, safety, real estate sales; ops execution | 130% |
| Total corporate payout achieved | — | — | — | 97% of target |
Notes:
- AIP awards are subject to individual performance modifier (0–200%); awards pay 10–190% of target based on matrices .
- Division-level metrics (for non-corporate participants) also include Division EBITDDA; corporate executives are measured on FFO and non-financial goals .
Long-Term Equity (2024 Grants)
| Award | Grant date | Threshold | Target | Max | Grant date fair value ($) |
|---|---|---|---|---|---|
| PSUs (TSR-based) | Feb 8, 2024 | 1,646 sh | 6,583 sh | 13,166 sh | $348,372 |
| RSUs (time-based) | Feb 8, 2024 | — | 4,389 sh | — | $196,057 |
- PSU metrics: 50% relative to median TSR of timber/wood peers; 50% relative to FTSE Nareit All Equity REITs percentile; 25–200% payout scale (threshold to max) .
- Vesting: RSUs vest Dec 31 immediately before the third anniversary; PSUs vest based on 3-year TSR performance (2024–2026 cycle) .
Realized/Lapsing Performance Context
- 2022–2024 PSU cycle vested at 78.67% (relative TSR underperformed peer median by 2.38 pts; ranked 75/137 in Nareit), demonstrating downside sensitivity .
- Company TSR: Pay-versus-performance shows $100 invested = $117.95 at 2024 year-end vs peer index $123.25, consistent with PSU underperformance .
Equity Ownership & Alignment
| Ownership and Awards (as of stated date) | Amount |
|---|---|
| Beneficially owned common shares (3/1/2025) | 12,449 (<1% of outstanding) |
| Common stock units (deferred/RSU units) (3/1/2025) | 15,252 |
| Unvested RSUs (grant 2/8/2024; vests 12/31/2026) | 4,578 units; $179,687 value at $39.25 (12/31/2024) |
| Unvested RSUs (grant 2/9/2023; vests 12/31/2025) | 1,595 units; $62,604 value |
| Unvested RSUs (grant 4/19/2023; vests 4/19/2026) | 3,826 units; $150,171 value |
| PSU targets outstanding (12/31/2024) | 6,866 units; $269,491 value at $39.25 (target basis; payout 0–200% plus dividends) |
| Shares acquired on vesting in 2024 | 2,913 shares; $114,335 value |
Alignment policies and compliance:
- Officer stock ownership guideline for CFO: 2x base salary; all NEOs compliant or within 5-year window as of March 1, 2025 .
- Hedging prohibited; pledging prohibited except limited, preapproved exceptions for directors/executives .
- Clawbacks: Nasdaq Rule 5608 restatement policy and broader misconduct/for-cause recovery policy in place .
Implications for potential selling pressure:
- Notable vesting dates may create liquidity windows: 12/31/2025 (2023 RSUs), 4/19/2026 (2023 RSUs), 12/31/2026 (2024 RSUs); PSU outcomes contingent on TSR through 12/31/2026 .
Employment Terms
| Scenario (assumes 12/31/2024 event) | Cash severance | Pro‑rata AIP | Equity | Benefits/outplacement | Total |
|---|---|---|---|---|---|
| Termination not in connection with CoC (involuntary, no cause) | $445,500 | — | Forfeited | $14,933 benefits + $20,000 outplacement | $480,433 |
| Double‑trigger CoC termination (within 1 mo. before to 24 mo. after CoC) | $1,837,700 (2.5x base+target bonus) | $289,575 | $755,877 acceleration | $14,933 benefits + $20,000 outplacement | $2,918,085 |
Key terms:
- Double-trigger required for CoC benefits and equity vesting; PSUs convert to target RSUs at CoC and then require termination for acceleration; RSUs vest on termination if granted ≥6 months before CoC .
- Retirement/death/disability: pro‑rata AIP and pro‑rated PSU payout at actual performance; RSUs accelerate pro‑rata per plan .
- No tax gross‑ups disclosed; severance plan uses standardized formulas and includes benefits/outplacement; company maintains a Benefits Protection Trust to fund obligations post‑CoC .
Compensation Structure Analysis
- Increased fixed pay to market for CFO role (base +10% in 2024) while keeping target bonus at 65%, aligning to Semler Brossy market medians .
- Equity mix is 60% PSUs (relative TSR) and 40% RSUs; company does not grant options, reducing risk of repricing and emphasizing TSR alignment .
- Annual incentive program (80% FFO; 20% non‑financial goals) paid near target for corporate (97%), with divisional dispersion (e.g., Wood Products 45%, Real Estate 161%), indicating differentiated accountability .
- Robust shareholder support for pay program (96% say‑on‑pay), independent consultant (Semler Brossy), double‑trigger CoC, clawbacks, hedging/pledging prohibitions, and ownership guidelines support governance quality .
Performance & Track Record
| Metric | 2024 | 2023 | Notes |
|---|---|---|---|
| Revenues ($B) | $1.1 | $1.0 | Real Estate EBITDDA strength offset softer lumber pricing; record lumber shipments 1,107 MMBF . |
| Total Adjusted EBITDDA ($M) | $232.1 | $200.2 | Cost management, rural land sales, and portfolio actions . |
| Corporate FFO ($M) | $222.4 (96.9% of target) | — | Primary AIP metric for corporate participants . |
| TSR ($100 initial value at YE) | $117.95 | $141.08 | Versus Nareit Equity Index $123.25 (2024) . |
| Q3’25 results | Rev $314.2M; Net inc $25.9M; Total Adj. EBITDDA $89.3M | Q3’24: Rev $255.1M; Net inc $3.3M; Total Adj. EBITDDA $45.9M | Announced definitive merger with Rayonier; refinanced $100M; liquidity $388M . |
Debt/capital highlights:
- 2024: repaid $65.7M revenue bonds; refinanced $110M term loan; used swaps to fix term loan rates 4.02–4.28%; maintained weighted‑avg cost of debt at 2.3% .
- Q3’25: refinanced $100M of maturing debt; continued weighted‑avg cost of ~2.3% across portfolio .
Equity Ownership & Alignment (Policies)
- Ownership guideline: CFO must hold 2x base salary; all NEOs in compliance/as within window .
- Hedging prohibited; pledging prohibited without Compensation Committee pre‑approval; violations would be a red flag, but none disclosed .
- Related‑party transactions: none requiring disclosure in 2024 .
Deferred Compensation and Pensions
| Item (2024) | Amount |
|---|---|
| 401(k) company match | $14,490 |
| 401(k) Supplemental Plan II allocation | $17,538 |
| Life insurance premiums | $2,411 |
| Supplemental/Deferred comp – registrant contrib. (last FY) | $17,538 |
| Supplemental/Deferred comp – aggregate earnings (last FY) | $3,378 |
| Supplemental/Deferred comp – aggregate balance (12/31/24) | $44,589 |
| Pension participation | Not a participant; plan closed to post‑2010 hires |
Say‑on‑Pay, Peer Group & Governance
- Say‑on‑pay approval: >96% in May 2024, supporting continuity of program design .
- PSU performance peer group: Weyerhaeuser, UFP Industries, Rayonier, St. Joe, West Fraser, Canfor, Interfor, Western Forest Products; target at median with 25–200% payout slope .
- Independent consultant (Semler Brossy), annual risk assessment, clawbacks, double‑trigger CoC, director/NEO ownership guidelines indicate strong governance posture .
Investment Implications
- Alignment and incentive sensitivity: High share of at‑risk pay via TSR‑linked PSUs (60% of LTI) and FFO‑based AIP ties CFO incentives to shareholder returns and cash generation; 2022–2024 PSUs paid below target when TSR lagged, indicating real downside (watch TSR relative to the mixed timber/REIT peer set) .
- Retention risk and sale pressure: Significant unvested RSUs with clustered vest dates (12/31/2025, 4/19/2026, 12/31/2026) and mid‑cycle PSUs create potential post‑vesting liquidity windows; hedging/pledging prohibitions reduce misalignment risk (monitor Form 4s around these dates) .
- Change‑of‑control economics: Pending Rayonier merger elevates salience of double‑trigger CoC severance (2.5x cash plus equity acceleration at target), aligning CFO to successful close while retaining service through consummation; investors should assess integration risk and any revised equity conversion mechanics disclosed pre‑close .
- Execution track record: Debt cost management (2.3% WACD via swaps), timely refinancings, and disciplined capital deployment amid volatile lumber markets underscore financial stewardship; Real Estate monetization underwrites EBITDDA stability, but wood products cyclicality remains a constraint on upside until pricing improves .