Mark McHugh
About Mark McHugh
Mark D. McHugh, age 49, is President, Chief Executive Officer, and Director of Rayonier Inc. (RYN) since April 1, 2024; previously President & CFO (2023–2024) and SVP & CFO (2014–2023). He spent over 20 years in finance and capital markets focused on forest products and REITs, including Managing Director in Raymond James’ real estate investment banking group and prior roles at Credit Suisse . Under his leadership transition year, RYN delivered 2024 Net Income of $369.0M, Diluted EPS of $2.39, Adjusted EBITDA of $298.8M, and CAD of $183.7M , while the 2021 PSU program paid at 163.6% on TSR of 15.44% (71.2 percentile) . In pay-versus-performance disclosure, a $100 investment in RYN ended 2024 at $101.71 vs the FTSE NAREIT All Equity REIT Index at $97.57; Net Income $369.0M and Adjusted EBITDA $298.8M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rayonier Inc. | President & CEO; Director | CEO since Apr 1, 2024; Director since 2024 | Oversaw portfolio realignment and land-based solutions expansion |
| Rayonier Inc. | President & CFO | 2023–2024 | Led finance and corporate strategy through CEO transition |
| Rayonier Inc. | SVP & CFO | 2014–2023 | Managed capital allocation, REIT finance, and timber REIT operations |
| Raymond James | Managing Director, Real Estate Investment Banking (timberland/agriculture coverage) | — | Sector coverage; M&A and capital markets expertise |
| Credit Suisse | Investment Banking (paper/forest products) | — | Transaction execution in forest products sectors |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| — | — | — | No current outside public company boards |
Fixed Compensation
| Component | 2024 Details | Notes |
|---|---|---|
| Base Salary | $800,000 (effective 4/1/24) | Set upon promotion to CEO |
| Target Bonus % | 125% of actual base pay received | Annual bonus under Non-Equity Incentive Plan |
| Actual 2024 Bonus Paid | $1,008,872 | Approved Feb 2025; payout unadjusted |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $297.8M budget (pro forma) | $298.8M (100.3% of budget) | 101.7% on financial component; 71.2% weighted | Annual bonus, paid Feb 2025 |
| Strategic Objectives & QoE | 30% | Committee assessment | Achieved; Committee set 37.5% | 37.5% component | Annual bonus, paid Feb 2025 |
| Total Annual Bonus Funding | — | 100% | — | 108.7% of target overall | — |
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Shares (Target) | Threshold | Maximum | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Performance Shares (TSR-based, 36 months) | 4/1/2024 | 43,579 | 21,790 | 76,263 | $1,496,656 |
| Time-based RSUs (25% vest annually over 4 years) | 4/1/2024 | 43,579 | — | — | $1,415,010 |
Key features:
- PSUs measure relative TSR vs FTSE NAREIT All Equity REIT Index, with timber peers (WY, PCH) weighted 5x; payout 0–175% of target; capped at 100% if TSR is negative; 400% total value cap; one-year post-vesting holding .
- RSUs vest 25% per year on the 1st–4th anniversaries .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/1/2025) | 172,611 shares; <1% of class; includes 39 shares via Savings Plan |
| Unvested RSUs (at 12/31/2024) | 43,579 (2024 grant); 14,706 (2023 grant); 7,174 (2022 grant); 3,536 (2021 grant); 5,614 (2020 grant); market values as disclosed |
| Unearned PSUs (at 12/31/2024) | 21,790 (2024 threshold reported); 19,608 (2023 target); 14,347 (2022 target) |
| Stock Ownership Guidelines | CEO must hold shares equal to 8x average base salary; all officers/directors met or on track |
| Hedging/Pledging | Prohibited; no hedging/pledging disclosed for insiders |
| Post-vesting Holding | One-year holding on earned PSUs for VPs and above |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Pay Plan (Double-trigger) | Tier I (McHugh); requires Change in Control plus involuntary termination or good reason within 24 months; no excise tax gross-up; best-net-benefit approach; rabbi trusts for payments/legal fees |
| Potential CIC Payments (12/31/2024) | Scheduled Severance $2,400,000; Bonus Severance $2,784,375; 401(k) Benefit $342,169; Medical/Outplacement $81,858; Equity Acceleration $3,970,932 |
| Clawbacks | Restatement clawback per NYSE rules; detrimental conduct clawback for broader group |
| Insider Trading/Blackouts | Pre-clearance; quarterly blackouts; dividend declaration blackouts; Rule 10b5-1 permitted under conditions |
| Non-compete (retirement-related equity vesting) | Post-retirement detrimental conduct prohibition incl. non-compete for 24 months against entities managing/operating ≥100k acres in US/NZ; violation triggers forfeiture/return of vested award shares |
Board Governance
- Service: Director since 2024; not independent (standard for sitting CEO) .
- Committees: None; all Board committees comprised of independent directors .
- Board leadership: Independent Chair (Scott R. Jones); separate CEO/Chair structure to balance strategy and oversight .
- Attendance: All directors ≥75% attendance in 2024; aggregate 99.6% .
- Director Compensation: Not paid as director (CEO); director equity and cash schedule applies to non-management directors .
Director Compensation (for McHugh as Director)
- Not compensated for Board service during 2024; compensation reported in NEO tables .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 97.2% votes in favor; five-year average ~98% .
Compensation Structure Analysis
- Mix: 83% of CEO total target compensation is variable “at risk” (bonus + equity) .
- Metrics: Annual bonus keyed to Adjusted EBITDA (financial transparency), plus strategic objectives/quality of earnings .
- PSUs: Relative TSR vs broad REIT index with 5x weighting for direct timber peers, negative TSR cap, and one-year holding requirement—strong alignment with long-term shareholder value .
- Governance: No excise tax gross-ups; robust clawbacks; hedging/pledging prohibited .
Performance & Track Record
| Indicator | 2024 Outcome |
|---|---|
| Net Income | $369.0M |
| Adjusted EBITDA | $298.8M |
| CAD | $183.7M |
| TSR (2021 PSU program payout) | 163.6% on 15.44% TSR; 71.2 percentile |
| Pay vs Performance (2024) | RYN $100→$101.71; Peer $100→$97.57; Net Income $369.0M; Adj. EBITDA $298.8M |
Major initiatives cited by the Compensation Committee included execution of asset disposition plan (~$737M closed toward $1B target), real estate segment strength ($106.8M Adjusted EBITDA), leverage reduction, and capital returns via special dividends and buybacks .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none disclosed among insiders .
- Tax gross-ups: None under Executive Severance Pay Plan .
- Option repricing: Not disclosed; LTI structure uses RSUs/PSUs .
- Related party transactions: None identified for 2024 .
- Governance comfort: Independent Chair; strong attendance; committee independence .
Compensation Peer Group (Benchmarking)
- Market benchmarking references: WTW CDB Executive Compensation Survey (revenue scope $1–$3B via adjusted ratio), NAREIT Compensation Survey ($5–$10B total cap), FW Cook proxy database ($5–$10B cap); target total direct compensation for NEOs averaged around median .
- PSU peer performance benchmark: FTSE NAREIT All Equity REIT Index; timber peers (WY, PCH) weighted 5x .
Equity Award Details (Outstanding at FY-end 2024)
| Grant Date | Unvested RSUs (#) | Market Value | Unearned PSUs (#) | Market Value |
|---|---|---|---|---|
| 4/1/2024 | 43,579 | $1,137,412 | 21,790 | $568,706 |
| 4/3/2023 | 14,706 | $383,827 | 19,608 | $511,769 |
| 4/1/2022 | 7,174 | $187,241 | 14,347 | $374,457 |
| 4/1/2021 | 3,536 | $92,290 | — | — |
| 4/1/2020 | 5,614 | $146,525 | — | — |
Note: PSUs vest post 36-month performance period subject to one-year holding; RSUs vest 25% annually .
Investment Implications
- Strong pay-for-performance alignment: High variable pay, relative TSR PSUs with downside cap, and one-year holding mitigates near-term selling pressure from vesting, supporting signal alignment with long-term value creation .
- Retention dynamics: Tier I CIC protection with sizable equity acceleration creates retention in strategic scenarios while adopting double-trigger terms reduces windfall risk .
- Trading signals: Blackout policies, pre-clearance, and post-vesting holding requirements reduce opportunistic insider sales; prohibition on hedging/pledging eliminates misalignment risks .
- Governance risk low: Independent Chair, committee independence, high say-on-pay support, and no related-party transactions indicate stable governance quality .
All data sourced from Rayonier’s 2025 DEF 14A and 2024 10-K filings as cited above.