Meridee Moore
About Meridee A. Moore
Meridee A. Moore (age 67) is an independent director of Rayonier Inc. since 2021. She is Founder, Senior Managing Member and CIO of Watershed Asset Management (since 2002), previously Partner/Portfolio Manager at Farallon Capital (1992–2002), and held investment banking roles at Lehman Brothers (1985–1991). She holds a B.A. from the University of Colorado and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Watershed Asset Management, LLC | Founder, Senior Managing Member & CIO | 2002–present | CEO of SEC-registered adviser; principal investing across equity/debt/real estate |
| Farallon Capital Management, L.L.C. | Partner & Portfolio Manager | 1992–2002 | Led complex distressed and international investments |
| Lehman Brothers | Investment Banking Division (various positions) | 1985–1991 | Corporate finance, capital markets |
| Simpson Thacher & Bartlett LLP | Corporate Law Associate | 1983–1985 | Corporate law experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation | Independent Director | Apr 2019 – Jun 2020 | Chair: Compensation, Ad Hoc Restructuring, Ad Hoc Real Estate; Member: Finance, Nominating & Governance |
| BlackRock Capital Investment Corporation (BKCC) | Independent Director | Nov 2017 – Mar 2024 | Audit; Governance & Compensation Committees |
| Fiduciary Counselling Inc. | Advisory Board Director | 2018–present | Advisory role |
| UpTogether | Board Member | Current | Board service |
| Right to Play International | Global Leadership Council (former Governance Chair) | Prior | Governance leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
- Audit Committee Financial Expert: Board determined Moore qualifies as an “audit committee financial expert” (independent of management) .
- Independence: Board affirmatively determined all directors other than the CEO (McHugh) and former CEO (Nunes) are independent under NYSE/SEC rules .
- Attendance and engagement:
- Board held 12 meetings in 2024; all directors attended ≥75% of Board and committee meetings; aggregate attendance rate 99.6% .
- Non-management directors held 5 executive sessions in 2024 .
- Committee meeting cadence (2024): Audit 9; Compensation 6; Nominating 4 .
- Shareholder voting (2025 annual meeting): Moore received 135,904,793 For / 1,246,498 Against / 106,752 Abstain; Say‑on‑Pay received 131,872,552 For / 5,152,726 Against / 232,765 Abstain .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid in quarterly installments |
| Committee member retainers | Audit: $13,500; Compensation: $7,500; Nominating: $5,000 | Paid quarterly |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $12,500 | Paid quarterly |
| Chair of the Board retainer | $75,000 | Paid quarterly (not applicable to Moore) |
| Moore – 2024 cash fees earned | $94,434 | Includes $10,934.07 Nominating Chair fees |
Performance Compensation
| Equity Component | Grant | Vesting/Holding | Grant-Date Fair Value |
|---|---|---|---|
| Annual director restricted stock | 4,116 shares (May 2024) | Vests immediately; shares must be held until the earlier of 4 years from grant or departure from Board | $125,003 |
- Deferred compensation: Directors may defer up to 100% of cash comp; deferred amounts accrue interest at 120% of the long-term AFR, paid at separation/age 73 per plan terms .
Other Directorships & Interlocks
| Company | Current/Prior | Overlap/Interlock risk |
|---|---|---|
| PG&E (utility) | Prior | No direct customer/supplier overlap with timber REIT; served during restructuring; governance experience |
| BlackRock Capital Investment Corp. (BDC) | Prior | Financial sector; no timber REIT competitive overlap; committee experience |
Expertise & Qualifications
- Deep principal investing and corporate finance expertise; REIT and real estate experience .
- Audit committee financial expert; capital markets and governance breadth .
- Education: University of Colorado (B.A., philosophy), Yale Law School (J.D.) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Meridee A. Moore | 93,333 | Less than 1% | Includes 77,000 shares held indirectly via Watershed Equity Partners, LP |
| Hedging/Pledging | Prohibited | — | Directors may not hedge/pledge; policy in place and none engaged |
| Director ownership guideline | Minimum equal to cumulative equity retainer shares over prior 4 years | — | All directors on track to meet requirement; selling restricted until guideline met (tax exceptions) |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2025-05-16 | Award (A) | 5,170 | $24.18 | 21,661.5068 | |
| 2024-05-17 | Award (A) | 4,116 | $30.37 | 15,098.576 |
Governance Assessment
- Board effectiveness: Strong engagement (12 meetings; 99.6% aggregate attendance), robust committee cadence, and regular executive sessions bolster oversight quality .
- Independence and expertise: Moore is independent and designated an audit committee financial expert; she chairs Nominating (oversight of governance, related party transactions, sustainability risks) and serves on Audit (risk oversight) .
- Compensation alignment: Majority of Board comp consists of stock; mandatory holding periods and ownership guidelines reinforce alignment; clawback and anti‑hedging/pledging policies further strengthen governance .
- Related party/conflicts: Board policy covers related person transactions; for 2024, none identified or submitted for review—no disclosed conflicts involving Moore .
- Shareholder confidence: Strong director election support (Moore: 135.9M For) and Say‑on‑Pay approval (131.9M For) at 2025 annual meeting signal investor alignment with governance and compensation practices .
RED FLAGS: None disclosed regarding attendance shortfalls, related‑party transactions, hedging/pledging, or option repricing. Indirect ownership via Watershed Equity Partners is fully disclosed and below 1% of shares outstanding .