WEYERHAEUSER CO
For the period ended May 9, 2025. Filed Mar 26, 2025.
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 9, 2025 · Filed Mar 26, 2025
Use the contents to explore the available documents and sections.
Contents
Proxy Voting Roadmap
Item 1. Director Nominees
We ask that you vote for each
of the following 10 nominees
We maintain an appropriate balance of skills
and backgrounds to provide sound guidance
over the company’s business.
2 | Weyerhaeuser Company
Item 2. Executive Compensation
We are seeking your approval, on an advisory basis, of our Say-on-Pay Vote for 2025
The primary goals of our executive compensation program are to attract and keep the best people and to align their pay with the creation of shareholder value through a strong pay-for-performance model. The Compensation Committee believes that our compensation program is working effectively.
| Objective | Key Compensation Practices | |
|---|---|---|
| Offer competitive pay opportunity to attract and retain top talent | • We target compensation in the median range of market pay• An independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), advises the Compensation Committee regarding best and competitive pay practices | |
| 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 three-year relative total shareholder return (“TSR”)• Caps on annual long-term incentives, including when TSR is negative• Share ownership requirements of 6x base salary for CEO and 3x base salary for other executives | |
| Mitigate unnecessary and excessive risk-taking | • No employment agreements or guaranteed bonuses• Compensation recovery and anti-hedging and anti-pledging policies• “Double trigger” acceleration of change of control benefits• Limited executive perquisites; no tax gross-ups for “golden parachute” excise taxes |
Item 3. Ratify Selection of the Independent Auditors
We ask that you review and ratify with your vote the selection of KPMG LLP for 2025
The Audit Committee annually evaluates the performance of KPMG LLP (“KPMG”) and has determined that selecting KPMG to perform audit services for the company in 2025 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, which bolsters its independence.
2025 Annual Meeting & Proxy Statement | 3
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