Matt Rivers
About Matthew J. Rivers
Matthew J. Rivers (age 67) has served as an independent director of Rayonier Inc. since 2021. He brings international forestry, biomass supply chain, energy and sustainability expertise from senior roles at Drax Group and Drax Biomass; he serves on Rayonier’s Audit and Nominating & Corporate Governance Committees and has no other public company directorships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drax Group | Part-time Forestry Advisor | 2022–2024 | Forestry advisory on supply/sustainability |
| Drax Group | Part-time Director, Alternative Fuel Origination | 2020–2022 | Fuel origination strategy |
| Drax plc | Group Special Advisor | 2017–2020 | Public affairs, communications |
| Drax plc | Director of Fuel Procurement; Director Corporate Affairs | 2011–2017 | Biomass supply chains; stakeholder management |
| Drax Biomass International (USA) | Executive Chairman | 2011–2016 | Upstream biomass supply business leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Drax Group | Part-time Forestry Advisor | Ended 2024 | No current public company boards disclosed |
Board Governance
- Committees: Audit; Nominating & Corporate Governance. Not a chair; Audit Chair is Ann C. Nelson and Nominating Chair is Meridee A. Moore .
- Independence: The Board affirmatively determined all directors serving since Jan 1, 2024, other than the CEO and former CEO, are independent under NYSE and SEC rules; Audit and Compensation Committee members meet heightened independence standards .
- Board/Committee Meetings (2024): Board 12; Audit 9; Compensation 6; Nominating 4 .
- Attendance: All directors attended more than 75% of meetings in 2024, and all directors attended the 2024 Annual Meeting .
- Risk Oversight: Audit oversees ERM and financial/reporting risks; Nominating oversees governance, related-party transactions, and sustainability risk; Compensation oversees incentive/compensation risks .
- Audit Committee financial experts designated: Gonsalves, Moore, Nelson (Rivers not designated as “financial expert”) .
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Board cash retainer | $65,000 | $65,000 | Paid quarterly |
| Audit Committee member retainer | $13,500 | $13,500 | Paid quarterly |
| Nominating Committee member retainer | $5,000 | $5,000 | Paid quarterly |
| Total cash fees (Rivers) | $83,500 | $83,500 | Matches role-based retainers |
- Deferrals: Directors may defer up to 100% of cash comp; deferred balances earn interest at 120% of the long-term AFR, compounded annually; payout generally at age 73 or termination .
Performance Compensation
| Equity Retainer Detail | 2023 | 2024 |
|---|---|---|
| Grant date value (Rivers) | $116,013.87 | $125,003 |
| Shares granted | 3,871 restricted shares (May 2023) | 4,116 restricted shares (May 2024) |
| Vesting | Immediate upon issuance | Immediate upon issuance |
| Holding requirement | Hold until earlier of 4 years or departure | Hold until earlier of 4 years or departure |
- No options or performance share awards are disclosed for non-management directors; director equity is an annual retainer in stock rather than performance-based awards .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No other public company boards; no interlocks noted . |
Expertise & Qualifications
- Forest/timber markets; biomass supply chains; energy and sustainability; public affairs/communications .
- International perspective; nationality shown as U.K. in board matrix .
- Committee experience on Audit and Nominating aligns with risk, governance, and ERM oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Matthew J. Rivers | 15,758 | <1% | As of March 1, 2025 |
- Ownership policy: Independent directors must, within 4 years of joining, maintain ownership equivalent to cumulative equity retainer shares over the prior 4 years; all directors/executives have met or are on track to meet requirements .
- Hedging/pledging: Prohibited for directors and executives (no hedges or pledges identified) .
Governance Assessment
- Board effectiveness: Rivers adds differentiated timber/biomass and sustainability expertise helpful for a timber REIT’s strategy and oversight; his committee assignments place him in governance and ERM-critical roles (Audit; Nominating) .
- Independence and attendance: Independence affirmed and attendance thresholds met, supporting investor confidence in oversight rigor .
- Pay structure alignment: Director pay mix is largely equity (fixed stock retainer held for four years) plus modest cash retainers, which supports long-term alignment and discourages short-termism; no options or performance awards for directors, reducing incentive-related governance risk .
- Compensation governance: Independent compensation consultant FW Cook engaged; no conflicts identified—positive governance signal .
- Conflicts/related-party: Nominating Committee oversees related-party transactions; for 2024, none identified across directors (including Rivers) and independence affirmed—no apparent conflicts from prior Drax affiliations .
- Shareholder signals: High say-on-pay support (97.2% prior year) indicates broad investor confidence in compensation governance, albeit focused on executives .
RED FLAGS: None identified in the proxy regarding Rivers—no related-party transactions, no hedging/pledging, attendance thresholds met, and independent status confirmed .