Mark Bridwell
About Mark Bridwell
Mark R. Bridwell is Senior Vice President, General Counsel and Corporate Secretary of Rayonier Inc. (RYN), appointed in March 2023; he joined Rayonier in 2006 after roles at Siemens, Jones Day, and Seyfarth, and a federal clerkship . He holds a BSBA in Finance (UCF) and both an MBA (Finance) and JD (Emory), and is a member of the Georgia Bar and Authorized House Counsel by the Florida Bar . Year of birth: 1962 . Company performance context for incentives: 2024 Adjusted EBITDA was $298.8M vs $296.5M in 2023, and the 2021 PSU program paid out at 163.6% based on 15.44% TSR (71.2 percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rayonier | Senior Vice President, General Counsel & Corporate Secretary | Mar 2023–present | Oversees legal, environmental, governance; leads M&A/finance matters |
| Rayonier | Vice President & General Counsel; later VP, GC & Corporate Secretary | Jun 2014–2015; 2015–2023 | Built legal function; corporate secretary responsibilities |
| Rayonier | Assistant GC – Land Resources; Associate GC – Timber & Real Estate; Associate GC – Performance Fibers | 2006–2012 (progressive roles) | Supported timber/real estate transactions and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Siemens Corporation | Counsel | ~6 years (2000–2006) | Business unit GC across manufacturing, services, software |
| Jones Day; Seyfarth Shaw Fairweather & Geraldson | Associate | ~5 years (1997–2000 at Seyfarth; 1999–2000 at Jones Day) | Litigation, employment law |
| U.S. District Court, N.D. Georgia (Hon. Julie E. Carnes) | Judicial Law Clerk | 1993–1995 | Federal clerkship; legal research, drafting |
| BellSouth Telecommunications (AT&T) | Staff Manager (Internal Consulting; Business Systems) | 1982–1987; 1988–1990 | Internal operations and systems planning |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 405,000 | 421,250 | 436,250 |
| Target Bonus % | n/a | 60% (pre-2024; increased in 2024) | 65% (effective for 2024) |
Performance Compensation
Annual Bonus Program (2024)
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA vs Budget | 70% | $297.8M budget | $298.8M (100.3% of budget) | 101.7% of target; 71.2% weighted | Cash paid Feb 2025 |
| Strategic Objectives & QoE | 30% | 30% of target awards | 37.5% approved | 37.5% | Cash paid Feb 2025 |
| Total Pool Funding | — | 100% | — | 108.7% of target | — |
| Bridwell Actual Bonus Paid ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation | 246,888 | 267,915 | 308,233 |
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Target Value ($) | Shares (Target) | Vest/Payout Terms |
|---|---|---|---|---|
| Performance Shares (Relative TSR) | 4/1/2024 | 287,500 | 8,854 (target); 4,427 (threshold); 15,495 (max) | 36-month period (4/1/2024–3/31/2027); payout 0–175% by TSR percentile; capped at 100% if TSR negative; 1-year post-vesting hold; 400% value cap |
| Time-based RSUs | 4/1/2024 | 287,500 | 8,854 | Vest 25% annually on each grant anniversary (years 1–4) |
| 2021 PSU Program Result | TSR (4/1/2021–3/31/2024) | Percentile | Payout |
|---|---|---|---|
| Company-wide PSU payout | 15.44% | 71.2% | 163.6% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 88,605 shares; less than 1% of outstanding class; includes 3,035 shares in Savings Plan |
| Unvested RSUs (Counts & MV @ $26.10) | 2024: 8,854 ($231,089); 2023: 6,222 ($162,394); 2022: 2,690 ($70,209); 2021: 1,396 ($36,436); 2020: 2,124 ($55,436) |
| Unearned PSUs (Counts & MV @ $26.10) | 2024: 4,427 ($115,545) at threshold; 2023: 8,296 ($216,526) at target; 2022: 5,380 ($140,418) at target |
| 2024 Stock Vested | 17,437 shares; $553,174 value realized on vesting (includes RSU and 2021 PSU payout) |
| Ownership Guidelines | SVPs: 3x average base salary (5-year compliance window); all execs met or on track |
| Hedging/Pledging | Prohibited; none engaged (no margin accounts or pledges) |
| Deferred Compensation (2024) | Executive contrib $21,912; Company contrib $23,705; Earnings $17,200; Balance $364,230 |
Employment Terms
| Provision | Terms for Mark Bridwell |
|---|---|
| Severance Pay Plan (non-CoC) | 20–26 weeks of base salary plus 1 week per year of service (upon qualifying termination; salaried plan) |
| Executive Severance Pay Plan (double-trigger CoC) | Tier II executive; benefits only if involuntary termination (other than cause) or resignation for good reason within 24 months of CoC |
| CoC Scheduled Severance | $880,000 (2x base pay) |
| CoC Bonus Severance | $567,124 (2x “Applicable Bonus Amount” + pro-rata bonus) |
| 401(k) Benefit (Additional Participation) | $95,510 (three additional years of participation at current contribution level) |
| Medical/Welfare & Outplacement | $31,191 (company contributions times tier multiplier + up to $30,000 outplacement) |
| Equity Acceleration on CoC | $1,199,034 (RSUs full vest; PSUs ≥50% period: actual or target; <50%: target) |
| Tax Gross-ups | None; “best net benefit” provision vs excise tax |
| Restrictive Covenants | Confidentiality; non-disparagement; non-compete/non-solicit; covenants for shorter of 1 year from termination or 2 years post-CoC; certain payments conditioned on compliance |
| Clawbacks | Mandatory restatement clawback (NYSE 2023 policy); discretionary “detrimental conduct” clawback (36 months lookback) |
Compensation Structure Analysis
| Component Mix | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 405,000 | 421,250 | 436,250 |
| Stock Awards ($, grant-date fair value) | 469,377 | 586,601 | 591,567 |
| Annual Bonus Paid ($) | 246,888 | 267,915 | 308,233 |
| All Other Compensation ($) | 49,030 | 46,701 | 49,814 |
| Total ($) | 1,170,295 | 1,322,467 | 1,385,864 |
Observations:
- Shift toward equity stability: Stock awards remained the largest component (>40% of total in 2024), while bonus increased with 108.7% pool payout, consistent with pay-for-performance .
- No stock options: Awards comprise PSUs and RSUs; no option grants disclosed, lowering repricing risk .
Performance Compensation Details (Design)
| Metric | Weighting | Target | Payout Curve | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (Annual) | 70% | 100% of budget (Threshold 80%; Max 110%) | 35% at threshold; 70% at target; 105% at max | Annual cash; committee-certified |
| Strategic Objectives & Quality of Earnings (Annual) | 30% | Committee targets | 0% threshold; 30% target; 45% max | Annual cash; committee-certified |
| Relative TSR vs REIT peer group (3-year PSU) | 50% of LTI | 50th percentile = 100% payout | 0–175% by percentile; capped at 100% if TSR negative; 400% value cap | 36 months ending 3/31/2027; paid April 2027; 1-year holding |
| Time-based RSUs (4-year) | 50% of LTI | n/a | n/a | 25% per year on grant anniversaries |
Peer Group Construction:
- TSR peer group includes FTSE NAREIT All Equity REIT constituents with PotlatchDeltic and Weyerhaeuser weighted 5x to reflect timber competition .
Say-on-Pay & Governance Signals
- Say-on-Pay support: 97.2% in 2024; five-year average 98% .
- Independent consultant FW Cook; benchmarking across WTW, NAREIT, FW Cook datasets (median targets) .
- Ownership guidelines and hedging/pledging prohibitions reinforce alignment .
Expertise & Qualifications
- Degrees: BSBA (UCF); MBA (Emory Goizueta); JD (Emory Law) .
- Bar/Authorization: State Bar of Georgia; Authorized House Counsel by Florida Bar .
- Responsibilities: Legal, environmental, governance; M&A and finance leadership; material litigation/employment matters .
Equity Vesting & Potential Selling Pressure
- RSU schedules: 25% annually from each grant date (e.g., 2024 grant vests on 4/1 in 2025–2028), creating predictable vest supply; shares may be withheld/sold for taxes .
- PSU payouts: Program-level payouts based on relative TSR; earned shares subject to 1-year post-vesting hold, muting near-term selling .
- 2024 vesting realized: 17,437 shares; $553,174 value, indicating vest-driven supply but subject to holding and policy constraints .
- Hedging/pledging: Prohibited; none engaged (reduces forced selling/credit risk) .
Investment Implications
- Strong alignment: Heavy equity mix (PSUs/RSUs), stringent ownership/anti-hedging policies, and double-trigger CoC terms align incentives with shareholder returns; PSU design ties payouts to TSR versus a broad REIT peer set with timber REITs overweighted .
- Retention risk manageable: Tier II CoC severance offers 2x salary/bonus plus equity acceleration and benefits, with enforceable restrictive covenants—sufficient retention economics without excise gross-ups .
- Performance sensitivity: Annual bonus anchored to Adjusted EBITDA (transparent, cash flow-centric), with strategic objectives overlay; 2024 pool funded at 108.7%, consistent with operational delivery and strategic execution .
- Selling pressure: RSU/PSU vesting creates periodic supply, but one-year PSU post-vesting hold and anti-hedging/pledging policies temper immediate selling; monitor vest calendars around early April .
- Governance quality: High say-on-pay support and robust clawbacks reduce compensation-risk overhang; related-party transactions and option repricings absent .
Sources: 2025 DEF 14A and company leadership webpage; select profile data from Yahoo Finance and RocketReach where not disclosed in proxies .