Ann Nelson
About Ann C. Nelson
Ann C. Nelson (age 65) is an independent director of Rayonier Inc., serving since 2020. She is Chair of the Audit Committee, a member of the Compensation & Management Development Committee, and has been designated an Audit Committee Financial Expert. Nelson is a retired Lead Audit Partner at KPMG LLP with 35+ years in auditing and financial reporting, including significant experience with forest products and timber REITs; she also serves on the board of Clearwater Paper Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Lead Audit Partner; 35+ years of senior leadership (25 as partner). Lead partner to Weyerhaeuser, Plum Creek Timber, Potlatch | Not specified | Expertise in auditing, accounting, financial reporting, internal controls, corporate governance; significant forest products/timber REIT experience |
| Boise Chamber of Commerce | Chairman of the Board; past Treasurer/Audit Committee Chair | Eight-year period (over) | Board leadership; audit oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Clearwater Paper Corporation | Director | Not disclosed | Other current public company directorship |
Board Governance
- Independence: Board determined all directors other than the CEO/former CEO are independent; Nelson is independent .
- Committee assignments: Audit (Chair); Compensation & Management Development (Member). Audit met 9x in 2024; Compensation met 6x in 2024; Board met 12x .
- Audit Committee Financial Expert: Nelson designated as an audit committee financial expert (along with two others) .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; aggregate attendance 99.6%; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair; roles of Chair and CEO are separated .
- Non-management director sessions: Five executive sessions of independent directors in 2024 .
- Shareholder sentiment: Say-on-Pay approval 97.2% in 2024; five-year average 98% .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| Committee member retainers | Audit $13,500; Compensation $7,500; Nominating $5,000 | Paid quarterly |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $12,500 | Paid quarterly |
| Chair of the Board | Additional $75,000 | Paid quarterly |
| Deferral option | Up to 100% of cash fees | Deferred balance earns interest at 120% of long-term AFR, compounded annually |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Ann C. Nelson | 104,747 | 125,003 | 229,750 | Includes $18,747.25 Audit Chair fees; 2024 award was 4,116 restricted shares vesting upon issuance with a holding requirement (see Performance Compensation) |
Performance Compensation
| Equity vehicle | 2024 Grant | Vesting/Restrictions | Valuation |
|---|---|---|---|
| Restricted stock (non-management directors) | $125,000 grant-date value; 4,116 shares per director (May 2024) | Vests immediately upon issuance; must be held until the earlier of 4 years from grant or director’s departure | Grant-date fair value per FASB ASC 718; Nelson’s 2024 stock award value $125,003 |
Directors do not receive stock options or performance share awards; equity is time-based restricted stock for alignment rather than performance-conditioned compensation .
Other Directorships & Interlocks
- Current public company board: Clearwater Paper Corporation .
- Compensation Committee interlocks: None. No Compensation Committee member was an officer/employee in 2024; no cross-board compensation committee interlocks with RYN executives disclosed .
- Related-person transactions: None identified for 2024 (Board policy covers transactions >$120,000) .
Expertise & Qualifications
- Audit and financial reporting, internal controls, corporate governance; extensive forest products/timber REIT domain experience from KPMG lead partner roles .
- Audit Committee Financial Expert and independent under NYSE/SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ann C. Nelson | 27,831 | <1% | Beneficial ownership as of March 1, 2025 |
Additional alignment and safeguards:
- Director ownership guidelines: Each independent director must hold at least the cumulative number of annual equity retainer shares granted over the prior four years; all directors are on track or have met guidelines .
- Hedging/pledging: Prohibited for directors; no pledges/hedges reported by directors .
Insider Trades (Form 4)
| Date (Period) | Form | Transaction | Shares/Value | Notes/Source |
|---|---|---|---|---|
| 2025-05-19 (2025-05-16) | Form 4 | Acquisition reported | 5,170 shares; ≈$125,010 | Media summary and EDGAR index; director equity awards typically issued annually in May |
| 2024-05-21 (2024-05-16) | Form 4 | Acquisition of restricted stock as Board compensation | 4,116 shares (per program) | “Restricted stock granted as compensation for serving as a member of the Board of Directors” |
Governance Assessment
- Positive signals:
- Independent Audit Chair with audit financial expert designation enhances oversight of reporting, controls, and ERM; high committee engagement (9 meetings) .
- Strong attendance and engagement (all directors ≥75%; aggregate 99.6%; all attended annual meeting) support board effectiveness .
- Director equity is a majority of board compensation with a multi-year holding requirement; hedging/pledging prohibited—promotes alignment with shareholders .
- No related-person transactions; no compensation committee interlocks—low conflict profile .
- High Say-on-Pay support (97.2% in 2024; 5-year avg 98%) indicates investor confidence in governance/compensation practices .
- Watch items:
- Multiple committee roles (Audit Chair and Compensation member) concentrate workload, but 2024 attendance and committee cadence indicate sufficient engagement .
- External directorship at Clearwater Paper (customer/supplier exposure not indicated by RYN; Board reports no related-person transactions) .
Appendix: Committee Charters & Functions (Context)
- Audit Committee: Oversees financial reporting, internal controls, auditor independence, ERM program; reviews non-GAAP disclosures and external communications of financial information .
- Compensation & Management Development Committee: Oversees executive/director compensation, succession/talent, CD&A; engages independent consultant (FW Cook), with independence affirmed .
- Nominating & Corporate Governance Committee: Board composition, governance, sustainability risk oversight, related-person transactions .