Rhett Rogers
About Rhett Rogers
W. Rhett Rogers is Senior Vice President, Portfolio Management at Rayonier (RYN). He was appointed SVP in March 2023 after serving as VP, Portfolio Management since February 2017; he joined Rayonier in 2001 and has held multiple roles across forestry operations and land asset management . Rogers is 48, holds a B.S. in Forestry (Louisiana Tech) and both an MBA and M.S. in Forest Resources (Mississippi State), and oversees land acquisition/disposition, rural/HBU land sales, and land information services . Executive bonus metrics emphasize Adjusted EBITDA (70%) and strategic objectives (30%), while long-term incentives are split between RSUs and relative TSR-based PSUs; recent PSU cycles paid at 163.6% (2021 program) and 110.2% (2020 program), indicating positive TSR performance against REIT peers . EBITDA has trended higher over the last three fiscal years: FY2022 $319.3M*, FY2023 $378.2M*, FY2024 $536.7M ; values with asterisks are from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rayonier | District Technical Forester | 2001 onward (initial role) | Ground-level forestry operations foundation for later portfolio leadership |
| Rayonier | Timberland Acquisitions Supervisor (Hoquiam, WA) | 2005–2007 | Acquisition diligence and portfolio expansion in Pacific Northwest timberlands |
| Rayonier | Resource Unit Leader, Coastal Resource Unit (Yulee, FL) | 2007 onward | Regional leadership across land management and timber marketing |
| Rayonier | Director, Land Asset Management | Aug 2014–Feb 2017 | Led land asset optimization, enabling HBU and capital recycling programs |
| Rayonier | Vice President, Portfolio Management | Feb 2017–Mar 2023 | Ran acquisitions/dispositions, rural/HBU land sales, land information services |
| Rayonier | Senior Vice President, Portfolio Management | Mar 2023–present | Executive leadership of portfolio management, focusing on optionality and premiums capture |
External Roles
No external board roles or public company directorships disclosed for Rogers. (Skip—no disclosure found in 10-Ks/proxies)
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary Rate (effective each year’s April 1) | $410,000 | $425,000 | $450,000 |
| Salary Paid (Summary Compensation Table) | $405,000 | $421,250 | $443,750 |
- Ownership guidelines: Senior Vice Presidents must hold stock equal to 3x average base salary over prior three years; executives are met/on track .
Performance Compensation
Annual Bonus (Cash – Non-Equity Incentive)
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus % of Base | 70% | 70% | 100% |
| Actual Bonus Paid ($) | $288,036 | $312,568 | $482,357 |
| Financial Metric & Weight | Adj. EBITDA (70%) | Adj. EBITDA (70%) | Adj. EBITDA (70%) |
| Strategic Objectives & QoE Weight | 30% | 30% | 30% |
- 2023 plan-based bonus opportunity for Rogers: Threshold $103,206, Target $294,875, Max $442,312 .
Long-Term Incentives (Equity)
| Component | Design | Vesting | 2022 Grants | 2023 Grants | 2024 Grants |
|---|---|---|---|---|---|
| RSUs | 50% LTI target; time-based | 25% per year over 4 years (standard) | $250,000 target | $325,000 target | $362,495 grant-date FV |
| PSUs (Relative TSR) | 50% LTI target; 36-month performance | Payout based on TSR percentile vs FTSE NAREIT All Equity REIT Index; timber REITs 5x weight; capped at 100% if TSR negative; 1-year post-vest holding | $250,000 target | $325,000 target; target 9,804 shares; threshold 4,902; max 17,157 | $383,411 grant-date FV (target); max value assumption $634,366 if max achieved |
- PSU payout results: 2020 program paid 110.2% (TSR 60.54%; 53.1st percentile) ; 2021 program paid 163.6% (TSR 15.44%; 71.2nd percentile) ; 2019 program paid 133.9% .
Equity Ownership & Alignment
| Ownership & Awards | Value/Count | Notes |
|---|---|---|
| Beneficial Ownership (Mar 1, 2025) | 64,387 shares; <1% of class | Includes 3,711 Savings Plan shares |
| Beneficial Ownership (Mar 1, 2024) | 50,349 shares; <1% of class | Includes 3,270 Savings Plan shares |
| Hedging/Pledging | Prohibited; none pledged/hedged | Policy prohibits margin/pledge/hedging |
| RSUs Not Vested (as of 12/31/2024) | 2020: 2,124; 2021: 1,489; 2022: 2,989; 2023: 7,353; 2024: 11,164 | All RSUs standard 4-year vest (except 2020: thirds on 3rd–5th anniversary) |
| PSUs Unearned (as of 12/31/2024) | 2022: 5,978; 2023: 9,804; 2024: 5,582 | Earn-out depends on relative TSR performance |
| Stock Ownership Guideline | SVP: 3x salary; met/on track within 5 years | Unvested PSUs/options do not count |
| Options | Legacy 1/2/2014 grant (1,664 @ $31.28) expired 1/2/2024; no current options outstanding | Options largely legacy; current equity uses RSUs/PSUs |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Pay Plan (non-CIC) | 20–26 weeks of base salary plus an additional week per year of service, upon separation agreement; applies to salaried employees including NEOs |
| Executive Severance Pay Plan (CIC) | Double-trigger required (CIC + involuntary termination or good reason within 24 months); Tiered multiples (Tier I: 3x; Tier II: 2x); no excise tax gross-up; “best net benefit” cutback provision |
| Rogers Tier & CIC Economics (2025) | Tier II; Scheduled Severance $900,000; Bonus Severance $887,500; 401(k) Benefit $117,975; Medical/Welfare/Outplacement $59,788; Equity Acceleration $1,358,897 |
| Prior Year CIC Economics (2024) | Scheduled Severance $850,000; Bonus Severance $590,735; 401(k) Benefit $73,822; Medical/Welfare/Outplacement $59,201; Equity Acceleration $1,636,271 |
| Clawback Policy | Committee discretion to recover incentive awards on financial restatement or detrimental conduct; restatement clawback applies to Section 16 officers; detrimental conduct recovery up to 36 months |
| Pension | Present value of accumulated benefit: $298,944 (Dec 31, 2024); plan terminated; no Excess Plan benefit |
| Deferred Compensation (2024) | Exec contributions $14,815; Company $21,521; Earnings $8,894; Aggregate balance $198,159 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($USD) | $319.3M* | $378.2M* | $536.7M |
- PSU Payout History: 2019 program 133.9% ; 2020 program 110.2% ; 2021 program 163.6% .
- Rogers’ portfolio leadership emphasizes “active portfolio management,” capturing premiums via Rural HBU sales, recycling capital from non-strategic assets, and improving portfolio optionality through targeted acquisitions .
Values with asterisks are from S&P Global.
Governance & Shareholder Feedback
| Say-on-Pay | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 | 127,472,665 | 4,173,715 | 254,479 | 7,421,578 |
| 2024 | 129,336,018 | 3,775,808 | 239,860 | 6,719,202 |
| 2025 | 131,872,552 | 5,152,726 | 232,765 | 7,546,863 |
- Prohibition on hedging/pledging enforced across executives and directors .
- Compensation benchmarking referenced; pay program focused on long-term value creation with independent consultant involvement .
Investment Implications
- Pay-for-performance alignment: Rogers’ cash bonus tightly tied to Adjusted EBITDA and strategic objectives; LTI split between RSUs and relative TSR PSUs with prudent caps (100% payout cap if TSR negative; 400% total value cap) and 1-year holding on earned PSUs—supporting shareholder-aligned incentives and discouraging short-termism .
- Retention and selling pressure: Material unvested RSUs across 2022–2024 and unearned PSUs for 2022–2024 indicate ongoing vesting events; hedging/pledging prohibited and ownership guidelines enforce retention, reducing forced selling risk beyond tax-withholding .
- Change-of-control economics: Tier II double-trigger benefits without tax gross-up and best-net cutback reduce “golden parachute” optics while providing retention security; equity acceleration terms protect value on CIC but are standard for sector .
- Execution record: PSU payouts above target in recent cycles and rising EBITDA through FY2024 suggest operational execution; Rogers’ portfolio approach (HBU premiums, capital recycling, optionality) is a lever for value creation in timber REIT dynamics .