INCENTIVE STOCK PLANS

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2021, a total of 2.4 million shares were available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by 1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units.

A summary of our stock-based compensation cost is presented below:


	2021	2020	2019
Selling and general expenses	$8,255	$6,839	$6,416
Cost of sales	816	693	378
Timber and Timberlands, net (a)	206	170	110
Other operating expense, net (b)	—	324	—
Total stock-based compensation	$9,277	$8,026	$6,904

Tax benefit recognized related to stock-based compensation expense (c)	$487	$421	$362

(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.

(b)Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying terminations. See Note 27 - Charges for Integration and Restructuring for additional details.

(c)A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.

FAIR VALUE CALCULATIONS BY AWARD

RESTRICTED STOCK

Restricted stock granted to employees under the Stock Plan generally vests in fourths on the first, second, third and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time. Generally, holders of restricted stock receive dividend equivalent payments on outstanding restricted shares. Restricted stock granted to members of the board of directors generally vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant. We have elected to value each grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

REPLACEMENT RESTRICTED STOCK AWARDS FROM THE MERGER WITH POPE RESOURCES

As a result of the merger with Pope Resources, Rayonier issued 69,176 shares of restricted stock awards (“replacement awards”) in connection with unvested Pope Resources restricted units. Eligible outstanding Pope Resources restricted units were canceled and exchanged for replacement awards, pursuant to an exchange ratio in the merger agreement designed to maintain the intrinsic value of the awards immediately prior to the exchange.

The replacement awards issued have similar vesting provisions as the terms of existing Rayonier restricted stock. Expense for the replacement awards that were not fully vested prior to the date of the merger is expected to be recognized over a weighted average remaining service period of approximately 16 months unless a qualifying termination occurs. A qualifying termination of an awardee will result in the acceleration of vesting and expense recognition in the period that the qualifying termination occurs. Qualifying terminations during the years ended December 31, 2021 and 2020 resulted in the accelerated vesting of 1,430 and 15,049 of the replacement awards and recognition of approximately $0.1 million and $0.3 million of expense, respectively.

As of December 31, 2021, there was $0.7 million of unrecognized compensation cost attributable to our restricted stock. We expect to recognize this cost over a weighted average period of 1 year.

A summary of our restricted stock is presented below:


	2021	2020	2019
Restricted shares granted (a)	22,140	100,452	24,592
Weighted average price of restricted shares granted	$37.36	$23.15	$30.90
Intrinsic value of restricted stock outstanding (b)	$3,062	$4,666	$5,540
Grant date fair value of restricted stock vested	3,121	2,755	5,339
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested	869	566	1,610

(a)The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.

(b)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2021.


	2021
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Shares at January 1,	158,820	$28.47
Granted	22,140	37.36
Vested (a)	(104,917)	29.74
Cancelled	(181)	34.71
Non-vested Restricted Shares at December 31,	75,862	$29.29

(a)The year ended December 31, 2021 includes 1,430 replacement awards vested as a result of acceleration due to qualifying terminations.

RESTRICTED STOCK UNITS

In April 2019, we began granting restricted stock units instead of restricted stock to employees. Most attributes of our restricted stock described herein, including dividend payments, fair value measurement and expense recognition, apply equally to restricted stock units granted under the Stock Plan. However, beginning with the restricted stock units granted in 2021, there is no distinction between the vesting characteristics of restricted stock units granted to senior management and those granted to all other employees. Restricted stock units generally vest in fourths on the first, second, third and fourth anniversary of the grant date.

As of December 31, 2021, there was $7.1 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.9 years.

A summary of our restricted stock units is presented below:


	2021	2020	2019
Restricted stock units granted	129,290	171,409	103,634
Weighted average price of restricted stock units granted	$33.59	$22.58	$31.51
Intrinsic value of restricted stock units outstanding (a)	$15,095	$7,801	$3,351
Grant date fair value of restricted stock units vested	493	218	2
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested	189	47	1

(a)Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2021.


	2021
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Stock Units at January 1,	265,522	$25.75
Granted	129,290	33.59
Vested	(18,998)	25.94
Cancelled	(1,798)	29.37
Non-vested Restricted Stock Units at December 31,	374,016	$28.44

PERFORMANCE SHARE UNITS

Our performance share units generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group companies. The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the period in which they occur.

The Stock Plan allows for the cash settlement of the required withholding tax on performance share unit awards. As of December 31, 2021, there was $5.5 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2019, 2020 and 2021. This cost is expected to be recognized over a weighted average period of 1.7 years.

A summary of our performance share units is presented below:


	2021	2020	2019
Common shares reserved for performance shares granted during year	191,203	361,870	232,684
Weighted average fair value of performance share units granted	$36.10	$29.59	$35.99
Intrinsic value of outstanding performance share units (a)	$16,360	$11,711	$10,758
Fair value of performance shares vested	1,738	3,522	6,387
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested	559	992	2,639

(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2021.


	2021
	Number of Units	Weighted Average Grant Date Fair Value
Outstanding Performance Share units at January 1,	398,607	$34.17
Granted	109,259	36.10
Units Distributed	(102,505)	40.27

Outstanding Performance Share units at December 31,	405,361	$33.16

Expected volatility was estimated using daily returns on the Company’s common shares for the three-year period ending on the grant date. The risk-free rate was based on the 3-year U.S. Treasury rate on the date of the award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31, 2021:


	2021		2020		2019
Expected volatility	35.6	%	32.6	%	18.4	%
Risk-free rate	0.4	%	0.3	%	2.3	%

NON-QUALIFIED EMPLOYEE STOCK OPTIONS

The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from the grant date.

A summary of the status of our stock options as of and for the year ended December 31, 2021 is presented below:


	2021
	Number of Shares	Weighted Average Exercise Price (per common share)	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at January 1,	340,985	$34.07

Exercised	(186,590)	32.31
Cancelled or expired	(30,225)	34.25
Options outstanding at December 31,	124,170	36.67	1.27	$458
Options exercisable at December 31,	124,170	$36.67	1.27	$458

A summary of additional information pertaining to our stock options is presented below:


	2021	2020	2019
Intrinsic value of options exercised (a)	$916	$108	$475

Cash received from exercise of options	5,922	1,368	1,260

(a)Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.

As of December 31, 2021, compensation cost related to stock options was fully recognized.