WEYERHAEUSER CO
For the period ended May 10, 2024. Filed Mar 27, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 10, 2024 · Filed Mar 27, 2024
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WY$20.98-3.0%Stored close · as of Nov 6, 2026
Contents
Pay Versus Performance Table
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| · · · · · · · · · · · · Value of Initial Fixed $100 Investment Based on: · · · · | ||||||||||||||||||||||||||
| | Year | | | Summary Compensation Table Total for CEO(1) ($) | | | Compensation Actually Paid to CEO(2) ($) | | | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | | | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | | | Total Shareholder Return(5) ($) | | | Peer Group Total Shareholder Return(6) ($) | | | Net Income (in millions)(7) ($) | | | One-Year Relative TSR (percentile rank)(8) | |
| | 2023 | | | 13,022,431 | | | 15,217,383 | | | 3,806,336 | | | 3,882,166 | | | 134.98 | | | 131.14 | | | 839 | | | 44.1st | |
| | 2022 | | | 12,969,306 | | | 6,616,958 | | | 3,660,540 | | | 2,012,724 | | | 114.30 | | | 114.65 | | | 1,880 | | | 61.6th | |
| | 2021 | | | 12,715,531 | | | 17,032,291 | | | 4,028,448 | | | 4,631,147 | | | 143.50 | | | 141.81 | | | 2,607 | | | 46.3rd | |
| | 2020 | | | 11,159,069 | | | 12,495,593 | | | 4,102,792 | | | 4,057,420 | | | 113.07 | | | 121.07 | | | 797 | | | 32.1st | |
| (1) | Represents total compensation reported for our CEO, Mr. Stockfish, as set forth in the Total column of the Summary Compensation Table for the applicable year. |
| (2) | Represents CAP For Mr. Stockfish, as calculated in accordance with SEC rules. The following table shows the adjustments made to CEO total compensation in arriving at CAP for the applicable year. |
| | Year | | | Summary Compensation Table Total for CEO ($) | | | Reported Grant Date Fair Value of Equity Awards(a) ($) | | | Equity Award Adjustments(b) ($) | | | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | | | Pension Benefit Adjustments(d) ($) | | | Compensation Actually Paid to CEO ($) | |
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| | 2023 | | | 13,022,431 | | | (9,406,128) | | | 11,709,348 | | | (330,403) | | | 222,135 | | | 15,217,383 | |
| | 2022 | | | 12,969,306 | | | (8,765,081) | | | 2,153,628 | | | 0 | | | 259,105 | | | 6,616,958 | |
| | 2021 | | | 12,715,531 | | | (7,857,107) | | | 12,240,850 | | | (326,224) | | | 259,241 | | | 17,032,291 | |
| | 2020 | | | 11,159,069 | | | (6,942,865) | | | 8,671,282 | | | (581,691) | | | 189,798 | | | 12,495,593 | |
| (a) | Represents amounts reported in the Stock Awards column in the Summary Compensation Table for each applicable year. |
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| (b) | Equity award adjustments for each applicable year include the addition or subtraction of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vested during the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); and (iv) for awards granted in prior years that were forfeited or otherwise determined to fail to meet vesting conditions during the applicable year, a deduction equal to the fair value of such awards at the end of the prior fiscal year. The dollar value of dividend equivalent units accrued on unvested equity awards during the applicable year is reflected in the fair value of such awards. There were no equity awards that were granted and vested in the same year for any applicable year, and we generally do not grant such awards. The valuation assumptions used to calculate fair values did not differ materially from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the CEO are set forth in the following table. |
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| 2024 Annual Meeting & Proxy Statement | 53 | |
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| | Year | | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | | | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Previous Years ($) | | | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested During the Year ($) | | | Prior Year-End Fair Value of Equity Awards Forfeited During the Year ($) | | | Total Equity Award Adjustments ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | 10,131,574 | | | 1,016,653 | | | 561,121 | | | — | | | 11,709,348 | |
| | 2022 | | | 6,470,132 | | | (4,294,677) | | | (21,827) | | | — | | | 2,153,628 | |
| | 2021 | | | 10,006,949 | | | 2,141,378 | | | 92,523 | | | — | | | 12,240,850 | |
| | 2020 | | | 7,674,440 | | | 1,111,101 | | | (114,259) | | | — | | | 8,671,282 | |
| (c) | Represents amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table for each applicable year. |
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| (d) | Pension benefit adjustments for each applicable year represent the actuarially determined service cost for services rendered during the applicable year calculated in accordance with U.S. GAAP. There were no plan amendments or initiations during the applicable year and thus no applicable cost of benefits for services rendered in periods prior to a plan amendment or initiation. The pension benefit adjustments were calculated as follows: |
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| | Year | | | Service Cost ($) | | | Prior Service Cost ($) | | | Total Pension Benefit Adjustments ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | 222,135 | | | — | | | 222,135 | |
| | 2022 | | | 259,105 | | | — | | | 259,105 | |
| | 2021 | | | 259,241 | | | — | | | 259,241 | |
| | 2020 | | | 189,798 | | | — | | | 189,798 | |
| (3) | Represents the average of the amounts of total compensation reported for our named executive officers as a group, excluding Mr. Stockfish (“Other NEOs”) as set forth in the Total column of the Summary Compensation Table for the applicable year. Our Other NEOs for each year presented were as follows: for 2020, Russell S. Hagen, Adrian M. Blocker, James A. Kilberg and Keith J. O’Rear; for 2021, Nancy S. Loewe, Russell S. Hagen, Kristy T. Harlan and Keith J. O’Rear; for 2022, Nancy S. Loewe, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear; and for 2023, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear. |
| (4) | Represents the average amount of CAP for our Other NEOs as a group as calculated in accordance with SEC rules. The following table shows the adjustments made to the average total compensation of our Other NEOs in arriving at CAP for the applicable year. |
| | Year | | | Average Reported Summary Compensation Table Total for Other NEOs ($) | | | Average Reported Grant Date Fair Value of Equity Awards ($) | | | Average Equity Award Adjustments(a) ($) | | | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) | | | Average Pension Benefit Adjustments(b) ($) | | | Average Compensation Actually Paid to Other NEOs ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | 3,806,336 | | | (2,005,675) | | | 2,418,452 | | | (406,507) | | | 69,560 | | | 3,882,166 | |
| | 2022 | | | 3,660,540 | | | (1,801,157) | | | 95,212 | | | (8,647) | | | 66,776 | | | 2,012,724 | |
| | 2021 | | | 4,028,448 | | | (1,860,787) | | | 2,790,414 | | | (367,558) | | | 40,630 | | | 4,631,147 | |
| | 2020 | | | 4,102,792 | | | (1,817,211) | | | 2,378,401 | | | (680,555) | | | 73,993 | | | 4,057,420 | |
| (a) | Equity award adjustments made in computing the total average adjustments for the Other NEOs employ the same methodology used in making equity award adjustments for the CEO. The following table shows the amounts deducted or added in calculating the total average equity awards adjustments for the Other NEOs. |
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| | Year | | | Year-End Fair Value of Current Year Awards Outstanding as of Year End ($) | | | Average Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End ($) | | | Average Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | | | Average Fair Value as of Prior Year End of Equity Awards That Failed to Meet Vesting Conditions During the Year ($) | | | Total Equity Award Adjustments ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | 2,151,833 | | | 191,725 | | | 74,894 | | | — | | | 2,418,452 | |
| | 2022 | | | 1,050,009 | | | (516,427) | | | (20,629) | | | (417,741) | | | 95,212 | |
| | 2021 | | | 2,378,529 | | | 386,926 | | | 24,959 | | | — | | | 2,790,414 | |
| | 2020 | | | 2,018,468 | | | 414,516 | | | (54,583) | | | — | | | 2,378,401 | |
| | 54 | Weyerhaeuser Company |
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| (b) | The average pension benefit adjustments for each applicable year represent the actuarially determined service cost for services rendered during the applicable year calculated in accordance with U.S. GAAP. There were no plan amendments or initiations during the applicable year and thus no applicable cost of benefits for services rendered in periods prior to a plan amendment or initiation. The pension benefit adjustments were calculated as follows: |
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| | Year | | | Service Cost ($) | | | Prior Service Cost ($) | | | Total Pension Benefit Adjustments ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | 69,560 | | | — | | | 69,560 | |
| | 2022 | | | 66,776 | | | — | | | 66,776 | |
| | 2021 | | | 40,630 | | | — | | | 40,630 | |
| | 2020 | | | 73,993 | | | — | | | 73,993 | |
| (5) | Represents cumulative TSR of the company for the applicable year. |
| (6) | Represents cumulative TSR of the S&P Global Timber and Forestry Index for the applicable year. |
| (7) | Represents net income as reported in the company’s audited financial statements for the applicable year. |
| (8) | Represents the company’s percentile ranking for the applicable year based on its One-Year TSR relative to that of a comparator group of industry peers used in our PSU long-term incentive awards. The industry peer group for the applicable year corresponds to the composition of the peer group for the same PSU plan year. The Compensation Committee has identified One-Year Relative TSR as the “Company Selected Measure”. While the committee does not view this measure as the single most important financial measure of performance used in the company’s executive compensation program, we are required by SEC disclosure rules to select one such measure and identify it in the Pay Versus Performance Table as the Company Selected Measure. The committee chose this measure because relative TSR is the basis for the performance goal in the PSU plan, in which all NEOs participate. In the PSU plan, relative TSR is measured over a three-year performance period; however, pursuant to SEC guidance, we are required to disclose relative TSR for each fiscal year (a one-year period) in the table. Other important measures of performance, such as Adjusted EBITDA and RONA, are used in different combinations in our short-term incentive plan performance goals among the NEOs. |
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