April Tice
About April Tice
Senior Vice President & Chief Financial Officer of Rayonier Inc. (RYN) since April 1, 2024; previously served as Vice President & Chief Accounting Officer prior to promotion as part of the CEO/CFO leadership transition . Company performance context in 2024: Net Income $369.0M, Adjusted EBITDA $298.8M, EPS $2.39, Cash from Operations $261.6M . Pay-versus-performance disclosure shows three-year TSR for the 2021 PSU program at 15.44% with a 163.6% payout at the 71.2 percentile, reinforcing TSR-linked incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rayonier Inc. | VP & Chief Accounting Officer | Pre–Apr 1, 2024 | Elevated to CFO as part of leadership transition; continuity in finance leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $295,000 | $311,250 | $397,500 (actual paid) |
| Base Salary (Annual Rate Effective 4/1/24) | — | — | $425,000 |
| Target Bonus % of Salary | Not disclosed | 50% (increased post-promotion) | 100% (post-promotion) |
Performance Compensation
Annual Bonus Program Design and Outcomes (FY 2024)
| Component | Weighting | Threshold | Target | Maximum | 2024 Actual Funding |
|---|---|---|---|---|---|
| Adjusted EBITDA vs Budget | 70% | 80% of Budget → 35% of Target Awards | 100% of Budget → 70% of Target Awards | 110% of Budget → 105% of Target Awards | 101.7% of target for financial component; 71.2% on weighted basis |
| Strategic Objectives & Quality of Earnings | 30% | 0% of Target Awards | 30% of Target Awards | 45% of Target Awards | 37.5% |
| Total Pool Funding | — | 35% of Target Awards | 100% of Target Awards | 150% of Target Awards | 108.7% of target; no individual adjustments |
| April Tice – Actual Bonus Paid ($) | — | — | — | — | $432,083 |
FY 2024 Long-Term Incentive Grants (CFO transition grants approved Feb 2024; grant date Apr 1, 2024)
| Grant | Type | Target Shares (#) | Threshold (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| 2024 PSU | Performance Shares | 10,779 | 5,390 | 18,863 | $370,189 | 36-month TSR vs FTSE NAREIT All Equity REIT Index (WY/ PCH counted 5x); payout 0–175% with cap at 100% if TSR negative; 400% total value cap; settle Apr 2027; 1-year post-vesting holding for VPs+ |
| 2024 RSU | Time-based RSUs | 10,779 | — | — | $349,994 | 25% per year over 4 years; promotes retention and alignment |
Outstanding Equity Awards at FY-end (Dec 31, 2024) – April Tice
| Grant Date | RSUs Unvested (#) | Market Value ($) | PSUs (Unearned) (#) | Market Value ($) |
|---|---|---|---|---|
| 4/1/2024 | 10,779 | $281,332 | 5,390 (threshold) | $140,666 |
| 4/3/2023 | 2,829 | $73,837 | 3,771 (target) | $98,423 |
| 4/1/2022 | 1,196 | $31,216 | 2,391 (target) | $62,405 |
| 4/1/2021 | 540 | $14,094 | — | — |
| 4/1/2020 | 820 | $21,402 | — | — |
| Notes | — | Market value based on $26.10 close 12/31/2024 | PSU awards immediately vest upon certification post-period; shares earned subject to 1-year holding | — |
Stock Vested in 2024
| Metric | April Tice |
|---|---|
| Shares Acquired on Vesting (#) | 6,954 |
| Value Realized on Vesting ($) | $220,716 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 35,564 shares; <1% of class |
| Savings Plan Shares Included | 501 shares within Savings Plan account |
| Stock Ownership Guidelines | CFO must hold value equal to 4x three-year average base salary; compliance status: met or on track |
| Hedging / Pledging | Prohibited for executives and directors (no pledges or hedges outstanding) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreements | Company policy: no employment agreements (applies to executives) |
| Severance Pay Plan (non-CIC) | 20–26 weeks of base salary plus +1 week per year of service for qualifying terminations |
| Executive Severance Pay Plan (CIC) | Double trigger (termination within 24 months post-CIC) with tiered multiples; no excise tax gross-ups; best-net-benefit provision |
| CIC Tier – April Tice | Tier II (2x) |
| Potential Payments on CIC Termination (as of 12/31/2024) | Scheduled Severance $850,000; Bonus Severance $795,000; 401(k) Benefit $108,570; Medical/Welfare + Outplacement $67,897; Equity Acceleration $864,041 |
| Clawbacks | Mandatory recovery for restatements under NYSE policy (3-year lookback, no misconduct required) and discretionary “Detrimental Conduct” clawback for broader executives (36-month lookback) |
| Post-Retirement Equity Vesting & Non-Compete | RSUs/PSUs continue vesting post-retirement (prorated within 12 months of grant) contingent on compliance; 24-month non-compete covering businesses managing ≥100,000 acres in U.S./NZ; breach triggers forfeiture/return of post-retirement vested shares |
Compensation Structure (Multi-Year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $295,000 | $311,250 | $397,500 |
| Stock Awards ($) | $208,603 | $266,643 | $720,183 |
| Non-Equity Incentive Plan ($) | $149,861 | $164,963 | $432,083 |
| All Other Compensation ($) | $25,517 | $27,594 | $40,346 |
| Total ($) | $678,981 | $770,450 | $1,590,112 |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Adjusted EBITDA ($M) | $296.5 | $298.8 |
| Net Income ($M) | $178.5 | $369.0 |
| Pay vs Performance – Value of $100 Investment (TSR) | $118.09 (Company), $97.91 (Peer Group) | $101.71 (Company), $97.57 (Peer Group) |
Compensation Program Mechanics & Peer Group
- Annual bonus funded by Adjusted EBITDA (70%) plus Strategic Objectives/Quality of Earnings (30%); 2024 pool funded at 108.7% of target .
- PSUs use three-year relative TSR vs FTSE NAREIT All Equity REIT Index; timber peers Weyerhaeuser and PotlatchDeltic weighted 5x in percentile calculation; payout 0–175% with 100% cap if TSR negative; 400% value cap; one-year post-vesting holding for VPs+ .
Governance, Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 97.2% approval in prior year ; 2025 vote results: 131,872,552 For; 5,152,726 Against; 232,765 Abstain .
- Engagement: Investor Day (Feb 28), conferences, calls; topics included financial performance, strategy, capital allocation, succession, sustainability .
- No related person transactions identified for 2024 .
- Insider trading controls: blackouts, pre-clearance, hedging/pledging prohibitions, Rule 10b5-1 plans permitted under policy .
Equity Ownership & Insider Selling Pressure Indicators
- Beneficial ownership: 35,564 shares (<1%); Savings Plan holdings included; no pledging permitted; guidelines require 4x salary for CFO; on track to comply .
- 2024 vesting activity: 6,954 shares vested, $220,716 value realized; company policy restricts selling before guideline compliance except tax withholding/sales .
- One-year post-vesting holding requirement for PSUs (VPs and above) reduces near-term sale pressure .
Investment Implications
- Pay-for-performance alignment: PSU program tied to relative TSR with downside protection (cap when TSR negative) and value cap; annual bonus anchored on Adjusted EBITDA and strategic execution—supports shareholder value focus .
- Retention risk: Tier II CIC severance with 2x salary+bonus and equity acceleration provides retention through uncertainty but creates moderate change-in-control payout leverage; post-retirement non-compete and clawbacks add deterrents to premature exit or misconduct .
- Trading signals: Hedging/pledging ban, one-year holding on earned PSUs, and ownership guidelines (4x salary for CFO) reduce short-term selling pressure; 2024 vesting activity appears standard for award cycles .
- Governance quality: Strong say-on-pay support, independent comp committee, no employment agreements, no excise tax gross-ups, robust clawbacks—low governance red flags .
- Execution track record: 2024 strategic execution delivered Adjusted EBITDA modestly above prior year and strong Real Estate segment performance; TSR-based PSU history demonstrates alignment with peer-relative performance .