Andrew Wiltshire
About Andrew G. Wiltshire
Andrew G. Wiltshire (age 67) has served on Rayonier Inc.’s Board since 2015, and is currently an independent director . He brings deep alternative asset and natural resources investment experience from roles at Folium Capital and Harvard Management Company . In 2024, the Board affirmed all directors other than the CEO (Mr. McHugh) and former CEO (Mr. Nunes) were independent under NYSE and SEC standards . He attended at least 75% of Board and committee meetings in 2024; aggregate Board/committee attendance was 99.6% across 12 Board meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Management Company | Managing Director & Head of Alternative Assets | 2001–2015 | Led alternative assets, including forestry, timberlands, real estate, natural resources—relevant to RYN’s asset base |
| Folium Capital LLC | Managing Partner | 2016–2024 | Alternative asset manager; experience in natural resources investing |
| Private orchard/farming/forestry company (NZ) | Principal in management & governance | Ongoing | Operational forestry/agri experience aligned to Rayonier’s portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed |
Board Governance
- Committee memberships: Audit Committee and Nominating & Corporate Governance Committee; not a chair .
- Meeting cadence/attendance: Board held 12 meetings in 2024; Audit 9, Compensation 6, Nominating 4; all directors attended >75%, with aggregate 99.6% attendance .
- Independence: Affirmed independent under NYSE/SEC rules; annual independence determination process in place .
- Non-management executive sessions: Independent directors met separately five times in 2024 .
- Audit Committee financial expert: Committee designated Nelson, Moore, and Gonsalves in 2025; Wiltshire is not designated as the financial expert .
Fixed Compensation
- Structure (2024–2025): Annual cash retainer $65,000; committee member retainers—Audit $13,500, Compensation $7,500, Nominating $5,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating $12,500; non-executive Board Chair additional $75,000 .
- 2024 actual: Fees earned $83,500; stock awards $125,003; total $208,503 .
- 2023 actual: Fees earned $83,500; stock awards $116,013.87; total $199,513.87 .
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 83,500 | 125,003 | 208,503 |
| 2023 | 83,500 | 116,013.87 | 199,513.87 |
Notes: Director equity awards vest upon issuance but must be held until the earlier of four years from grant or departure from the Board .
Performance Compensation
- Director equity retainer: Stock award equivalent to $125,000 grant-date value; immediate vest with 4-year holding requirement .
- Director grants (Form 4): May 17, 2024 restricted stock 4,116 shares at $30.37; post-transaction ownership 64,058.553 shares . May 16, 2025 restricted stock 5,170 shares at $24.18; post-transaction ownership 75,147.785 shares .
| Grant Date | Shares Granted | Price ($) | Vesting/Holding | Post-Transaction Ownership |
|---|---|---|---|---|
| 2024-05-17 | 4,116 | 30.37 | Vests on issuance; hold 4 years or until departure | 64,058.553 |
| 2025-05-16 | 5,170 | 24.18 | Vests on issuance; hold 4 years or until departure | 75,147.785 |
Company-wide incentive metrics overseen by the Board:
- Annual bonus program metrics (for executives): Adjusted EBITDA (70% weight) and Strategic Objectives/Quality of Earnings (30%); threshold/target/maximum scale of 35%/100%/150% of target awards .
- 2024 bonus outcome: Adjusted EBITDA achieved $298.8M (100.3% of budget) funding 71.2% weighted; strategic objectives payout 37.5%; total bonus funding 108.7% of target .
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Adjusted EBITDA performance (70%) | 80% of budget; 35% of target awards | Budget; 70% of target awards | 110% of budget; 105% of target awards |
| Strategic objectives/Quality of earnings (30%) | 0% of target awards | 30% of target awards | 45% of target awards |
| Total | 35% of target awards | 100% of target awards | 150% of target awards |
| 2024 Outcome | Budgeted Adjusted EBITDA | Actual Adjusted EBITDA | Weighted Funding (EBITDA) | Strategic Payout | Total Funding |
|---|---|---|---|---|---|
| Result | $297.8M | $298.8M | 71.2% | 37.5% | 108.7% |
Long-term performance share program (executives): TSR relative to FTSE NAREIT All Equity REIT Index with timber peers overweighted; payout schedule below .
| TSR Percentile | Payout as % of Target |
|---|---|
| ≥75th | 175% |
| 51st–74th | 100% + 3% per percentile over 50th |
| 50th | 100% |
| 26th–49th | 50% + 2% per percentile over 25th |
| 25th | 50% |
| <25th | 0% |
| Cap if TSR negative | Payout capped at 100% |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Wiltshire |
| Compensation Committee interlocks | Committee comprised of Bass (Chair), Fraser, Gonsalves, Jones, Martin, Nelson; no interlocks or related person transactions disclosed for 2024 |
Expertise & Qualifications
- Deep forestry/timberlands, real estate, and natural resources investing background; brings valuation and portfolio oversight skills relevant to Rayonier’s timber REIT model .
- International experience and governance exposure through Harvard’s endowment management and NZ-based operations .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Direct vs Indirect |
|---|---|---|---|
| Andrew G. Wiltshire | 73,428 (as of Mar 1, 2025) | <1% | Includes 4,127 shares held indirectly via a Simplified Employee Pension |
- Policy prohibits hedging/pledging of shares; the company reports no pledges or hedging by directors or executives .
- Director stock ownership guideline: Within four years of joining, maintain ownership equal to cumulative equity retainer shares granted over the prior four years; all directors are on track or have met requirements .
Governance Assessment
- Board effectiveness: Wiltshire enhances Board oversight with alternative assets and forestry expertise; active on Audit and Nominating committees, both independent-only membership .
- Alignment: Regular equity grants with mandatory holding periods and ownership guidelines support long-term alignment; no options or performance-based director pay that could misalign incentives .
- Independence/Conflicts: Independence affirmed; Nominating Committee reports no related person transactions for 2024; insider trading/hedging prohibited .
- Attendance/Engagement: High meeting attendance and multiple executive sessions indicate robust engagement; Board held 12 meetings in 2024 with 99.6% aggregate attendance .
- RED FLAGS: None disclosed—no pledging, no related party transactions, no tax gross-ups, and strong say-on-pay support (97.2% in 2024 vote) bolsters governance credibility .