Scott Jones
About Scott R. Jones
Independent Chairman of the Board at Rayonier Inc. (RYN); age 66; director since 2014. Retired President of Forest Capital Partners (2000–2018) and former President & CEO of Timberland Growth Corporation (1998–2000), bringing deep timber/forestry and real estate investment expertise. Classified independent under NYSE standards; he served as non‑executive Chair following Dod Fraser’s retirement in May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forest Capital Partners | President | 2000–2018 | Significant forest management and investment leadership; expertise in technology and innovations for forest and real estate investments . |
| Timberland Growth Corporation | President & CEO | 1998–2000 | Timberland REIT JV leadership; investment decision support for forestry and real estate businesses . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Board Governance
- Roles and Committees: Non‑Executive Chairman of the Board; member, Compensation & Management Development Committee; member, Nominating & Corporate Governance Committee .
- Independence and Attendance: Board determined all directors except Nunes and McHugh are independent; aggregate attendance 99.6% with all directors >75% attendance in 2024; all directors attended the 2024 Annual Meeting .
- Meetings held (2024): Board 12; Audit 9; Compensation 6; Nominating 4; non‑management directors met in 5 executive sessions .
- Board leadership: Chair and CEO roles separated; Chair responsibilities include agenda setting, presiding over executive sessions, succession involvement, and investor engagement .
Fixed Compensation
| Component (2024–2025 schedule) | Amount | Details |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly . |
| 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 . |
| Additional Chair of the Board retainer | $75,000 | Paid quarterly . |
| Deferral option | Up to 100% of cash comp | Deferred amounts earn interest at 120% long-term AFR; paid at age 73 or board departure, whichever later (per plan terms) . |
| Scott R. Jones – Actual Director Compensation (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $105,522 (includes $28,021.98 in Chairman fees recognized after assuming Chair on May 16, 2024) . |
| Stock awards (grant date fair value) | $125,003 . |
| Total | $230,525 . |
Performance Compensation
| Equity Grant (Directors) | Grant details | Vesting/Holding | Value |
|---|---|---|---|
| Restricted stock (annual director grant) | 4,116 shares granted May 2024 | Vests upon issuance; required holding until earlier of 4 years or director departure | $125,003 grant date fair value . |
- No director stock options or PSU grants disclosed; director equity is time-based and not tied to performance metrics .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| None | No public boards | No interlocks with competitors/suppliers/customers disclosed . |
| Compensation Committee interlocks | None | No insider participation or interlocks disclosed for 2024 . |
Expertise & Qualifications
- Forestry and timberland investment expertise; technology/innovation in forest management; real estate investment acumen—valued for portfolio oversight and capital allocation .
- As independent Chair, leads executive sessions, board agenda setting, succession discussions, and investor engagement—enhancing oversight quality .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Scott R. Jones | 54,057 | <1% | Includes 17,462 shares held indirectly via family trusts . |
- Hedging/pledging policy: Directors prohibited from hedging, margin accounts, or pledging; none of the directors have pledges or hedging arrangements .
- Director ownership guidelines: Must maintain minimum ownership equal to cumulative equity retainer shares over prior four years; all directors are on track to meet requirements .
Governance Assessment
- Board effectiveness: Independent, non‑executive Chair with clear responsibilities, strong attendance, regular executive sessions, and robust committee work—positive for investor confidence .
- Committee alignment: Jones serves on Compensation and Nominating committees overseeing pay, succession, governance, and related‑party oversight; committees are fully independent .
- Director pay mix: Balanced cash retainer plus meaningful stock retainer with holding requirement; equity enhances alignment while avoiding performance gaming for directors .
- Ownership alignment: Personal stake with direct and trust holdings; policy bars pledging/hedging; guideline compliance underway—alignment signal .
- Related‑party/conflicts: No related person transactions identified for 2024; compensation consultant FW Cook assessed independent; no committee interlocks—clean profile .
- Shareholder signals: Say‑on‑pay support high (97.2% last year; 98% five‑year average), indicating broad endorsement of governance and pay practices .
RED FLAGS
- None disclosed: No attendance shortfalls, pledging, hedging, related‑party transactions, or pay anomalies identified for Scott Jones in 2024 .