Eric Cremers
About Eric Cremers
Eric J. Cremers is slated to become Executive Chairman of Rayonier’s board for a two-year term following the planned merger with PotlatchDeltic, reporting exclusively to the board and serving as a director during the term . He holds a B.S. in Mechanical Engineering (University of Kentucky) and an MBA (Harvard Business School), and previously served as PotlatchDeltic’s CEO, COO, and CFO over 2007–2025 . PotlatchDeltic’s proxy lists his age as 61 in 2025 and details his leadership progression; he led strategic actions including the 2018 Deltic merger and the 2008 Clearwater Paper spin-off . Rayonier’s executive pay is tied to Adjusted EBITDA (annual bonus) and relative TSR (performance shares), aligning incentives with value creation—contextual to Cremers’ future compensation framework at the combined company .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PotlatchDeltic | President & CEO | 2021–2025 | Led operations across Timberlands, Wood Products, Real Estate; strategic leadership through housing cycles; set M&A direction |
| PotlatchDeltic | President & COO | 2013–2020 | Oversaw core business segments; integrated Deltic merger (2018) to scale timber and wood products |
| PotlatchDeltic | EVP & CFO | 2012–2013 | Led finance, capital markets, investor relations; prepared for strategic transactions |
| PotlatchDeltic | VP & CFO | 2007–2012 | Executed Clearwater Paper spin-off (2008) and strengthened financial controls |
| Albertsons, Inc. | SVP Corporate Strategy & Business Development | 2002–2006 | Led strategic planning and M&A in retail; cross-industry capital allocation experience |
| Piper Jaffray | Managing Director, Investment Banking | 1999–2002 | Advised on transactions; deepened capital markets expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Wood Council | Second Vice-Chairman (Board) | By 2020 | Industry advocacy; standards and policy influence for wood products |
| Softwood Lumber Board | Director | By 2020 | Market development and demand initiatives for lumber |
| University of Kentucky College of Engineering | Donor; Dean’s Advisory Council; endowed chair namesake | 2018–2025 | Philanthropy and governance in engineering education; industry-academia link |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Executive Chairman Base Salary | $600,000 per year | During two-year term post-merger closing |
| Annual Director Retainer (non-management) | $65,000 cash; $125,000 stock grant | Cremers will be management director as Executive Chair; non-management schedule shown for board context . Chairs/members receive committee retainers: Audit ($20k chair/$13.5k member), Compensation ($15k/$7.5k), Nominating ($12.5k/$5k) . |
Performance Compensation
| Incentive | Metric/Weighting | Target | Actual | Payout/Structure | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Company program, contextual) | Adjusted EBITDA 70%; Strategic Objectives/Quality of Earnings 30% | Adj. EBITDA budget $297.8M | Adj. EBITDA $298.8M (100.3% of budget); Strategic payout 37.5% | Pool funded at 108.7% of target; individual awards can be adjusted (max 200% of target) | Annual cash; determination each Feb |
| Executive Chairman Annual Bonus | Target 125% of base salary | 125% of $600k beginning for 2026 portion post-closing | N/A | At-risk; based on company program | Annual |
| Long-Term Incentive (RSUs) | Time-based | — | — | 50% of LTI mix for RYN executives | Vests 25% per year over 4 years; earned shares subject to holding/retention policies |
| Long-Term Incentive (PSUs) | Relative TSR vs FTSE NAREIT All Equity REITs; timber REITs counted 5x | 100% payout at 50th percentile; capped at 100% if TSR negative | N/A | Payout 0–175% of target per grid below | 36-month performance period; 1-year post-vesting holding from 2021 awards onward |
Relative TSR PSU payout grid:
| Percentile Rank | Payout (% 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% |
Executive Chairman LTI targets:
- Beginning 2027, LTI target grant-date fair value equal to 300% of annual base salary (i.e., 3x $600k) .
- During merger closing, performance conditions for Rayonier PSUs deemed achieved at target or actual (whichever greater), with awards continuing only subject to time-based vesting post-closing; aligns treatment with PotlatchDeltic’s approach .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 8x salary; President 6x; EVPs & CFO 4x; SVPs 3x; VPs 2x. Directors must maintain ownership equal to cumulative equity retainer shares granted over prior four years (2025 policy) . Prior policy referenced directors at 4x annual equity retainer (2024) .
- Hedging/pledging: Prohibited for directors and executives. Company states no pledging or hedging by directors/executives/key employees as of March 1, 2025 .
- Post-vesting holding: Vice Presidents and above must hold earned PSU shares for one year post vesting .
- Beneficial ownership: Rayonier’s 2025 proxy lists directors/executives at that date; Cremers will join post-merger, so current RYN ownership percentages for him are not disclosed. His PotlatchDeltic outstanding equity will fully vest at closing per his agreement .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Executive Chairman for 24 months post-merger closing; nominated for reelection to the board during the term |
| Compensation | Base salary $600,000; annual bonus target 125% of base beginning FY2026 for post-closing portion; LTI target 300% of base beginning FY2027 |
| Change-in-Control | Entitled to change-in-control severance of $6,728,305 and full vesting of outstanding PotlatchDeltic equity awards at closing; performance-based conditions deemed achieved per merger terms |
| Post-termination | If terminated without Cause or resigns for Good Reason before term end: continued base salary through remainder of two-year term, prorated bonus, and retirement treatment for any equity granted at/after Effective Time, subject to release and compliance with restrictive covenants |
| Clawbacks | Rayonier maintains restatement-based clawback (mandatory) and detrimental conduct clawback (discretionary) covering incentive awards |
| Hedging/Pledging | Prohibited for executives and directors |
| Gross-ups | No excise tax gross-ups policy |
| Employment Agreements | Rayonier discloses no employment agreements generally; Cremers has a specific letter agreement contingent on merger closing |
Board Governance
- Role and independence: Cremers will be Executive Chair (management director, not independent). The combined company’s board will have five Rayonier directors and five PotlatchDeltic directors; Rayonier will designate the Lead Independent Director to ensure independent oversight . Rayonier’s committees (Audit, Compensation, Nominating) are comprised entirely of independent directors, and current governance separates the roles of Chairman and CEO—post-merger, CEO remains separate from Executive Chair .
- Committee membership: Executive Chairs typically do not serve on independent committees; Rayonier confirms all committee members are independent .
- Director compensation (non-management): Cash retainer $65,000; committee member retainers—Audit $13,500, Compensation $7,500, Nominating $5,000; chair retainers—Audit $20,000, Compensation $15,000, Nominating $12,500; additional $75,000 for Board Chair; stock award ~$$125,000, vesting upon issuance with required holding until earlier of 4 years or board departure . Management directors (CEO/Executive Chair) are not paid separate director fees .
Compensation Peer Group and Say-on-Pay
- PSU peer group: FTSE NAREIT All Equity REIT Index, with U.S. timber REITs weighted five times in TSR calculation; payout capped at target if absolute TSR is negative .
- Say-on-Pay: Rayonier received 97.2% approval in the most recent advisory vote, indicating strong shareholder support for pay practices .
Risk Indicators & Red Flags
- Alignment positives: Predominantly at-risk pay; TSR-capped PSUs when absolute TSR is negative; mandatory post-vesting holding; robust share ownership requirements; clawbacks; prohibition on hedging/pledging; no excise tax gross-ups .
- Potential concerns: Executive Chair dual role could raise independence optics; mitigated by separate CEO and a designated Lead Independent Director and fully independent committees . Change-in-control treatment includes full vesting of pre-closing PotlatchDeltic equity—generous severance and acceleration may create near-term liquidity/monetization potential, though holding policies and restrictive covenants apply .
- Insider selling pressure: RSUs vest 25% annually; PSUs vest after a 36-month period, with earned shares subject to a one-year holding—may lead to periodic selling windows after retention periods; pledging and hedging are prohibited .
Track Record & Qualifications
- Education/credentials: B.S. Mechanical Engineering (University of Kentucky), MBA (Harvard Business School), engineering philanthropy and advisory roles .
- Operational and M&A execution: Led Clearwater Paper spin-off (2008) and Deltic merger (2018); broad capital markets background from Piper Jaffray and corporate strategy at Albertsons .
Investment Implications
- Compensation alignment: Cremers’ future compensation at the combined company will be meaningfully performance-based (125% bonus target; 300% LTI target), with PSU payouts linked to relative TSR and company bonuses tied to Adjusted EBITDA—supportive for pay-for-performance and equity alignment .
- Governance and oversight: Dual-role Executive Chair introduces independence optics, but separation from CEO and a designated Lead Independent Director alongside independent committees provide checks and balances—reducing governance risk .
- Trading signals: Full vesting of pre-closing PotlatchDeltic equity at merger closing and scheduled RSU/PSU vesting could create selling windows; mitigants include one-year PSU holding requirements and anti-hedging/pledging policies .
- Retention and transition: The two-year Executive Chair term, severance protections, and restrictive covenants suggest low near-term retention risk; leadership continuity through CEO McHugh and balanced board composition aim to de-risk integration and synergy capture ($40M run-rate target) .