Gregg Gonsalves
About Gregg A. Gonsalves
Gregg A. Gonsalves, age 57, has served as an independent director of Rayonier Inc. since 2022. He is an Advisory Partner at Integrated Capital, LLC and was previously a Partner at Goldman, Sachs & Co., where he led Goldman’s Real Estate M&A business; he brings deep capital markets and M&A expertise with a REIT focus . He is designated by the Board as an Audit Committee Financial Expert and serves on the Audit Committee and the Compensation & Management Development Committee; all directors (including Gonsalves) were affirmed independent (other than the CEO and former CEO) and attended more than 75% of meetings in 2024 (aggregate Board/committee attendance 99.6%) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Capital, LLC | Advisory Partner | Since 2013 | Hotel-focused private real estate investor; capital markets/M&A expertise relevant to REIT sector |
| Goldman, Sachs & Co. | Partner; led Real Estate M&A | 1993–2011 | Built and led real estate M&A franchise; sector M&A and capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RREEF Property Trust, Inc. | Director | Not disclosed | Listed as an “other public company board” in 2025 proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (Board determined all directors except Messrs. Nunes and McHugh were independent under NYSE and SEC rules) |
| Committees | Audit; Compensation & Management Development (member of both) |
| Committee chair roles | None (Audit Chair: Ann C. Nelson; Compensation Chair: Keith E. Bass; Nominating Chair: Meridee A. Moore) |
| Audit Committee Financial Expert | Yes (Board designated Gonsalves as an “audit committee financial expert”) |
| Meetings in 2024 | Board: 12; Audit: 9; Compensation: 6; Nominating: 4 |
| Attendance | All directors attended >75% of Board and committee meetings in 2024; aggregate attendance 99.6% |
| Non-management director executive sessions | 5 meetings in 2024 |
| Board leadership | Independent, non-executive Chair (Scott R. Jones); Chair responsibilities include agenda-setting and shareholder engagement |
Fixed Compensation
| Component | Policy/Amount | 2024 Cash Earned (Gonsalves) |
|---|---|---|
| Annual cash retainer | $65,000 (paid quarterly) | $65,000 (included in total) |
| Committee member retainers | Audit: $13,500; Compensation: $7,500; Nominating: $5,000 (paid quarterly) | $21,000 (Audit + Compensation) |
| Committee chair retainers | Audit Chair: $20,000; Comp Chair: $15,000; Nominating Chair: $12,500 | N/A (not chair) |
| Board Chair retainer | +$75,000 (if applicable) | N/A |
| 2024 total fees earned (cash) | — | $86,000 |
| Cash deferral option | Directors may defer up to 100% of cash comp; deferred amounts credited at 120% of long-term AFR, compounded annually |
Performance Compensation
| Grant | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting/Holding |
|---|---|---|---|---|---|
| Annual equity retainer | May 2024 | Restricted stock | 4,116 shares | $125,003 | Vests upon issuance; required to be held until earlier of 4 years from grant or Board departure |
| Program design (policy) | — | Equity retainer | — | $125,000 target value | Annual stock award to non-management directors; majority of Board compensation in stock |
- No director performance metrics apply to the equity retainer; shares vest on grant with a multi-year holding requirement to align with long-term shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | RREEF Property Trust, Inc. |
| Compensation Committee interlocks | None disclosed for 2024; no Rayonier executive served on a public company board/comp committee with reciprocal interlocks |
| Related-party transactions | None identified in 2024 under the Company’s Related Person Transactions policy |
Expertise & Qualifications
- Capital markets and M&A across multiple industries with particular REIT expertise; previously led Goldman Sachs’ Real Estate M&A business .
- Audit Committee Financial Expert designation; contributes to financial reporting oversight and risk governance .
- Governance strengths: independent status; service on Audit and Compensation Committees in a REIT with sustainability and land-based solutions exposure .
Equity Ownership
| Item | Quantity/Policy |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 9,551 common shares; “less than 1%” of class |
| Shares outstanding (context) | 156,056,465 common shares outstanding as of Mar 14, 2025 (for voting; context for % ownership) |
| Director ownership guideline | Within 4 years, hold shares equal to cumulative annual equity retainer shares from prior 4 years; sale restrictions until compliant |
| Hedging/pledging | Prohibited for directors; none of directors or executive officers have pledged or hedged company shares |
Governance Assessment
-
Strengths
- Independent director with capital markets/M&A and REIT-specific expertise; designated Audit Committee Financial Expert, enhancing financial oversight on the Audit Committee .
- Sound board processes: high attendance (all >75%; aggregate 99.6%), regular executive sessions, independent Board Chair, and robust committee cadence (Audit 9; Comp 6; Nominating 4) .
- Director pay structure emphasizes equity with multi-year holding; strong alignment mechanisms (ownership guidelines; hedging/pledging prohibition; clawback framework) .
- No related-party transactions or compensation committee interlocks disclosed; Board annually reviews independence and related relationships .
-
Potential watch items
- Absolute ownership is modest in share count terms (9,551 shares; <1% by definition of the proxy table), though policy requires continued accumulation and holding; continue to monitor ownership growth versus guideline compliance window .
- External directorship at another REIT (RREEF Property Trust, Inc.) increases network breadth but should be monitored for any future overlap or transactions; none disclosed for 2024 .
-
Broader shareholder sentiment context
- Say-on-Pay support remains strong (97.2% in 2024; five-year average 98%), indicating investor confidence in governance and pay practices overseen by the Board’s committees on which Gonsalves serves .