Keith Bass
About Keith E. Bass
Keith E. Bass (age 60) is an independent director of Rayonier Inc., serving since 2017 and currently Chair of the Compensation & Management Development Committee. He is CEO of Mattamy Homes US (since 2020) and Managing Partner of Mill Creek Capital LLC (since 2017), with prior CEO and senior operating roles across homebuilding and land development, bringing deep real estate and development expertise to Rayonier’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mattamy Homes US | Chief Executive Officer | 2020–present | Leads large-scale homebuilding operations; operating/land development expertise relevant to Rayonier’s real estate monetization |
| Mill Creek Capital LLC | Managing Partner | 2017–present | Private equity/consulting; capital allocation perspective |
| WCI Communities, Inc. | President & CEO | 2012–2017 | Public company CEO experience in real estate development |
| Pinnacle Land Advisors | President | 2011–2012 | Land strategy and entitlement expertise |
| The Ryland Group | Various key positions | 2003–2011 | Scaled homebuilding operations and strategy |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Xenia Hotels & Resorts, Inc. | Director | Public | Only reported current outside public company directorship |
| Mattamy Homes US | Chief Executive Officer | Private | Operating role (potential perceived adjacency to Rayonier’s real estate; see conflicts review) |
| Mill Creek Capital LLC | Managing Partner | Private | Investment/consulting role |
Board Governance
- Committee assignments and roles: Chair, Compensation & Management Development Committee (6 meetings in 2024). The committee oversees executive pay, succession/talent, CD&A, CEO pay recommendations, and director compensation .
- Other committees: None disclosed for Bass in 2025 proxy .
- Independence: Board determined all directors serving since Jan 1, 2024, other than Messrs. Nunes and McHugh, are independent (includes Bass) .
- Attendance and engagement: Board held 12 meetings in 2024; committees met 9 (Audit), 6 (Compensation), 4 (Nominating). All directors attended >75% of their meetings; aggregate Board/committee attendance was 99.6%. Non-management directors held 5 executive sessions; all directors attended the 2024 annual meeting .
- Governance practices: Separate independent Chair and CEO; robust stock ownership guidelines; hedging/pledging prohibition; comprehensive clawback policy .
- Related-party review: Nominating Committee oversees related-party transactions; none identified for 2024 .
Fixed Compensation (Director)
- Program 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; Board Chair add’l $75,000; annual stock award $125,000 grant-date value (shares vest upon issuance, must be held until earlier of 4 years or board departure); optional deferral of cash retainers with interest at 120% of long-term AFR .
- 2024 compensation received by Bass:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $85,621 |
| Stock Awards (grant-date fair value) | $125,003 |
| Total | $210,624 |
Notes: 2024 grants were 4,116 restricted shares per director, vesting immediately but subject to a 4-year hold or until departure . Majority of Board compensation consists of stock (alignment signal) .
Performance Compensation (Committee Oversight Focus)
As Compensation Committee Chair, Bass oversees Rayonier’s pay-for-performance design for executives. Key mechanics (2024):
- Annual bonus (company-wide):
- Metric and weight: Adjusted EBITDA (70%); Strategic Objectives/Quality of Earnings (30%) .
- Funding framework and 2024 outcome:
| Metric | Threshold | Target | Maximum | 2024 Result/Notes |
|---|---|---|---|---|
| Adjusted EBITDA vs Budget (70% weight) | 80% of Budget = 35% of target awards | 100% of Budget = 70% | 110% of Budget = 105% | Actual $298.8M (100.3% of budget) → 101.7% for this component; 71.2% weighted |
| Strategic Objectives/Quality (30% weight) | 0% of target awards | 30% | 45% | Committee approved 37.5% for this component |
| Total Bonus Pool Funding | — | 100% of target awards | 150% | 108.7% overall; no individual NEO adjustments |
- Long-term incentives (executives): 50% performance shares, 50% time-based RSUs. Performance shares pay on 3-year relative TSR vs a REIT peer set (timber REITs counted 5x), with a payout curve and negative TSR cap .
| Relative TSR Percentile | Payout (% of Target) |
|---|---|
| ≥75th | 175% |
| 51st–74th | 100% + 3% per percentile >50th |
| 50th | 100% |
| 26th–49th | 50% + 2% per percentile >25th |
| 25th | 50% |
| <25th | 0% |
| Caps | Payout capped at 100% if absolute TSR negative; 400% total value cap; 1-year post-vesting hold |
- Compensation governance: Independent consultant FW Cook; no conflicts; annual risk assessment found incentives not reasonably likely to have a material adverse effect .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Xenia Hotels & Resorts, Inc. | Lodging REIT | Director | No compensation committee interlocks with Rayonier; company disclosed no compensation interlocks/insider participation among 2024 Comp Committee members . |
Expertise & Qualifications
- Extensive real estate development and land monetization expertise from CEO roles and prior executive leadership in homebuilding—directly relevant to Rayonier’s real estate and land-based solutions strategies .
- Board-level compensation oversight as current Chair of Compensation & Management Development Committee .
- Background includes leading organizations up to ~$2B revenue, building lean operations, and long-term operational roadmaps—supports capital allocation and operating discipline for a timber/real estate REIT .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership/Alignment Policies |
|---|---|---|---|
| Keith E. Bass | 25,456 | <1% | Directors must maintain, within 4 years, ownership equal to cumulative equity retainer shares over prior 4 years; all directors are met/on track. Hedging/pledging prohibited; company reports no director pledges/hedges . |
Governance Assessment
-
Strengths / Positive signals
- Independent director; Chair of Compensation Committee with disclosed robust processes (independent consultant, risk assessment, TSR-based LTI with downside caps) supporting pay-for-performance alignment .
- Strong engagement and oversight framework: high attendance (board/committee 99.6% aggregate), five independent executive sessions, separate independent Chair, and full annual meeting attendance in 2024 .
- Director compensation structure emphasizes equity and long-term holding (4-year hold on stock grants), bolstering alignment with shareholders .
- No related-party transactions in 2024; robust related-person policy and annual independence determinations .
- Shareholder support remains strong: 97.2% Say-on-Pay in 2024; five-year average ~98%—confidence in compensation oversight .
-
Potential conflicts / Risk indicators
- External role as CEO of a large homebuilder (Mattamy Homes US) could create perceived adjacency to Rayonier’s real estate activities; however, the Nominating Committee reviewed related transactions and none were identified for 2024. Independence affirmed under NYSE/SEC standards .
- No compensation committee interlocks or insider participation disclosed for 2024; hedging/pledging is prohibited and none reported—mitigates alignment and conflict risks .
-
Overall view
- Bass’s real estate operating expertise and leadership of the Compensation Committee appear additive to board effectiveness. With strong alignment policies, high shareholder support for executive pay, and no identified related-party transactions, current indicators support investor confidence in governance under his committee leadership .