WEYERHAEUSER CO
For the period ended May 10, 2024. Filed Mar 27, 2024.
View on SEC.govAbout this filing
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
Use the contents to explore the available documents and sections.
Contents
Proxy Voting Roadmap
Item 1: Election of Directors
Our board strives to maintain an appropriate balance of tenure, diversity, characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the company’s operations and interests. The board engages in robust succession-planning activities that have resulted in a strong track record of refreshment, with eight new directors added to our board since 2015.
The board recommends a vote “FOR” each nominee.
See pages 18-25 for more information.
| · Name & Primary Occupation · · · Age · · · Director Since · · · Independent · · · EC · · · AC · · · CC · · · GCRC · | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Mark A. Emmert Former President, National Collegiate Athletic Association | | | 71 | | | 2008 | | | | | | | | | | | | ||||
| | Rick R. Holley (Board Chairman) Former Chief Executive Officer, Plum Creek Timber Company, Inc. | | | 72 | | | 2016 | | | | | | | | | Chair | | | | |||
| | Sara Grootwassink Lewis Former Chief Executive Officer, Lewis Corporate Advisors | | | 56 | | | 2016 | | | | | | | Chair | | | | | | |||
| | Deidra C. Merriwether Senior Vice President & Chief Financial Officer, W.W. Grainger, Inc. | | | 55 | | | 2020 | | | | | | | | | | | | ||||
| | Al Monaco Former President & Chief Executive Officer, Enbridge, Inc. | | | 64 | | | 2020 | | | | | | | | | | | | ||||
| | James C. O’Rourke Former President & Chief Executive Officer, The Mosaic Company | | | 63 | | | 2023 | | | | | | | | | | | | ||||
| | Nicole W. Piasecki Former Vice President & General Manager, Propulsion Division, Boeing Commercial Airplanes | | | 61 | | | 2003 | | | | | | | | | | | Chair | | |||
| | Lawrence A. Selzer President & Chief Executive Officer, The Conservation Fund | | | 64 | | | 2016 | | | | | Chair | | | | | | | | |||
| | Devin W. Stockfish President & Chief Executive Officer, Weyerhaeuser Company | | | 50 | | | 2019 | | | | | | | | | | | | ||||
| | Kim Williams Former Partner & Senior Vice President, Wellington Management Co., LLP | | | 68 | | | 2006 | | | | | | | | | | | | ||||
EC = Executive Committee AC = Audit Committee CC = Compensation Committee
GCRC = Governance and Corporate Responsibility Committee
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| 2024 Annual Meeting & Proxy Statement | 3 | |
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Item 2: Approve Executive Compensation
Our executive compensation program is designed to provide a market-competitive pay opportunity that ensures we attract and retain top talent, with pay directly linked to the achievement of short- and long-term business results that strongly align our executives’ interests with those of our shareholders.
The board recommends a vote “FOR” this proposal.
See pages 26-56 for more information.
| | Objective | | | Key Compensation Practices | |
|---|---|---|---|---|---|
| | Offer competitive pay opportunity that allows us to attract and retain top talent | | | An independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), advises the Compensation Committee regarding best and competitive pay practices. We target compensation in the median range of market pay. | |
| | Emphasize pay-for-performance that drives superior financial results and value creation | | | A significant portion of our executive pay is performance based. We evaluate performance against rigorous preset goals. When appropriate, we exercise negative discretion to reduce incentive cash compensation otherwise payable. | |
| | Provide strong alignment with the interests of our shareholders | | | Equity constitutes a significant portion of our executive pay. Performance share unit (“PSU”) awards are tied to a three-year relative total shareholder return (“TSR”) measure. Share ownership requirements of 6x base salary for the CEO and 3x base salary (increased from 2x) for other executives. | |
| | Mitigate unnecessary and excessive risk-taking | | | No employment agreements or guaranteed bonuses. We have compensation recovery and anti-hedging and anti-pledging policies. “Double trigger” acceleration of change of control benefits. Limited executive perquisites comprising relocation benefits, an annual executive health screening and, when necessary, security services; no tax gross-ups for “golden parachute” excise taxes. | |
Item 3: Ratify the Selection of the Independent Registered Public Accounting Firm
The Audit Committee evaluates KPMG’s performance annually and has determined that appointing KPMG to perform audit services for the company in 2024 is in the company’s and shareholders’ best interests. KPMG is a prominent national audit firm that has significant experience in the forest and wood products industry. The firm provides minimal non-audit services to the company.
The board recommends a vote “FOR” this proposal.
See pages 57-58 for more information.
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