TABLE OF CONTENTS 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 31-6626-56 for more information. | | 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. | | Objective
| | Key Compensation Practices | Offer competitive pay opportunity that allows us to attract and retain top talent.
| | ✓ A significant portion of our executive pay is performance based.
✓ 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 pre-set goals.
✓ When appropriate, we exercise negative discretion to reduce incentive compensation otherwise payable.
| Provide strong alignment with the interests of our shareholders.
| | ✓ Equity constitutes a significant portion of our executive pay.
✓ Performance Share Unit awards are tied to a three-year relative TSR measure.
✓ We have strong stock ownership requirements.
| Mitigate unnecessary and excessive risk-taking.
| | ✓ No employment agreements or guaranteed bonuses.
✓ We have a clawback policy and anti-hedging and pledging policy.
✓ “Double trigger” acceleration of change of control benefits.
✓ No perquisites other than limited relocation benefits and, when necessary, security services, and no tax gross ups for “golden parachute” excise taxes.
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Item 3: Approve Frequency of Vote on Executive Compensation
Every six years our shareholders vote on the frequency of our “say-on-pay” shareholder advisory vote to approve executive compensation. Shareholders may indicate a preference to hold the advisory vote on executive compensation every one, two or three years. In the past, our shareholders have voted to hold the vote every year.
The board recommends a vote for “ONE YEAR” on this proposal.
See page 67 for more information.
Item 4: Ratify Appointment of 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 2023 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.
The board recommends a vote “FOR” this proposal.
See page 68 for more information.
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2022 Performance Highlights
Our company’s businesses achieved strong results despite macroeconomic headwinds and a variety of other supply chain disruptions over the course of 2022. Notwithstanding these market challenges, we continued to deliver superior shareholder value by improving and growing our portfolio of assets, maintaining our industry-leading performance, continuing to build on our strong ESG foundation and executing on our capital allocation strategy, including returning meaningful amounts of cash to our shareholders.
We Strengthened the Value of Our World Class Timberlands Portfolio
● | | Acquired over $300 million of timberlands, including 80,800 acres of highly productive timberlands in North and South Carolina strategically located near our existing timberland and mill operations, providing significant optionality to capture value for our Real Estate and Natural Climate Solutions businesses
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We Delivered Strong Financial and Operating Performance
● | | Generated full-year net earnings of $1.9 billion, Adjusted EBITDA* of $3.7 billion, net cash from operations of over $2.8 billion and Adjusted FAD* of over $2.3 billion
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● | | Delivered peer-leading Adjusted EBITDA margin in all Wood Products manufacturing businesses and peer-leading Adjusted EBITDA per acre in Western Timberlands
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● | | Captured $40 million of Operational Excellence (“OpX”) margin improvements across our businesses
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We Advanced Our Natural Climate Solutions Business
● | | Generated operating income of $32 million and Adjusted EBITDA of $43 million, on track to reach $100 million of Adjusted EBITDA by year-end 2025
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● | | Signed carbon capture and storage agreements for two projects with high-quality counterparties involving approximately 46,000 acres of pore space underlying our timberlands
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● | | Entered into one wind and 12 solar energy transaction agreements
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We Enhanced Our Strong ESG Foundation and Leadership
● | | Reduced greenhouse gas emissions against 2030 reduction targets and committed to achieving net-zero by 2040
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● | | Received third-party verification of our scope 1 and location-based scope 2 emissions for both 2020 and 2021
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● | | Developed a comprehensive energy strategy & integrated greenhouse gas and energy metrics into capital planning
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● | | Deployed inclusive leadership training to 500+ leaders and expanded our online DE&I training catalog
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● | | Delivered classroom leadership training to nearly 300 front-line, mid-level and future executive leaders
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● | | Improved our giving approach, including a new company match program, grant recipient toolkit and impact report
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We Returned Significant Cash to Our Shareholders and Reduced High-Coupon Debt
● | | Returned $1.75 billion in total cash to shareholders based on 2022 results
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● | | Increased our quarterly base dividend by 5.9% in 2022 to $0.18 per share and paid a supplemental dividend of $0.90 per share in the first quarter of 2023 based on 2022 results
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● | | Returned $550 million to our shareholders through opportunistic share repurchases
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● | | Reduced higher interest rate debt through a timely and successful refinancing transaction on $900 million of long-term debt
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*AdjustedEBITDA and Adjusted FAD represent financial measures that are calculated and presented other than in accordance with GAAP. See Appendix A for a definition and explanation of these non-GAAP measures, a full reconciliation of each measure to the most directly comparable GAAP measure and a brief discussion of why we use these non-GAAP measures.
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Environmental Stewardship and
Social Responsibility
Building on more than 120 years of expertise in sustainable forestry, we are always innovating and improving our sustainability practices and leadership in the woods and throughout our business. Our board provides oversight and direction on our sustainability strategy and ESG goals. Management reports to the full board on these matters on a regular basis and the board annually reviews our performance and progress.
Environmental Stewardship
Everything we do in our forests and our manufacturing operations considers the long-term view. From a business perspective, we ensure our forests continue to provide a sustainable supply of wood fiber now and in the future, while also enhancing and protecting the many additional benefits they provide, such as clean water, clean air and critical areas for biodiversity. In our manufacturing operations, we focus on efficient use of raw materials and responsible environmental management of our sites.
We are proud of our excellent performance in environmental stewardship, and we are firmly committed to ongoing scientific research and partnerships to find innovative, meaningful ways to improve our practices. Through our practices, we:
● | | Keep the harvesting and growth of our forests in balance
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● | | Contribute to clean water and improve air quality
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● | | Preserve valuable wildlife habitat and protect biodiversity
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● | | Reduce the likelihood and magnitude of forest fires
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● | | Store carbon in our sustainably managed forests and wood products
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● | | Manage our environmental impacts and reduce risk
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● | | Verify our practices through externally validated certification programs
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Minimizing Our Environmental Footprint
We meet or exceed rigorous environmental standards in all areas where we operate, and we constantly strive to improve the efficiency of our operations. We focus on increasing energy and resource efficiency, reducing greenhouse gas emissions, conserving natural resources and offering products with superior sustainability attributes to meet our customers’ needs. We set measurable sustainability goals aligned with our business strategy and regularly evaluate our progress. We are committed to continuously improving our sustainability practices based on sound science and innovation. We actively monitor environmental conditions that could affect our assets and operations and partner with and support local, regional, national and global nonprofit organizations, research institutes, universities and government agencies on research efforts and projects.
A Net Carbon-Negative Impact
Climate change will almost certainly result in the disruption of normal business patterns in the future, and it is essential for us to address the unique risks it poses for our people, our operations and the communities where we live and work. We have a role to play in both decreasing our CO2 emissions and removing CO2 from the atmosphere. Fortunately, one of the largest opportunities to remove CO2 already exists—forests. As they grow, trees naturally sequester CO2 and store it as solid carbon, making working forests a powerful, far-reaching and cost-effective tool to help limit the concentration of CO2 in the atmosphere. As the steward of millions of acres of forests in the United States and Canada and one of the largest producers of wood products in the world, we believe we are uniquely positioned to be part of the solution to this global challenge.
In 2022, we publicly released our fully branded Carbon Record, which demonstrates the powerful contribution we make as a natural climate solution by sequestering and storing carbon in our forests and wood products. Our Carbon Record shows that our operations aren’t simply carbon negative. Through our forests and wood products, we remove more than four times the CO2 we emit each year, and our forests in the United States alone store billions of metric tons of CO2 equivalents (“mtCO2e”).
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Social Responsibility
We know that maintaining a talented and engaged workforce and strong relationships with the communities where we operate is critical to our long-term value creation. For us, this commitment to our people and our communities means creating a safe, diverse and inclusive work environment. It also means supporting the communities where we operate, so they can be vibrant, prosperous places to live and work. It’s good for our business, and it’s the right thing to do.
| | | | | Ensuring a Safe and Healthy Work Environment
The most fundamental characteristic of our culture at Weyerhaeuser is our deep commitment to the safety of our people. For us, safety is a core value and comes first in everything we do. Our industry-leading safety results are driven by:
● Caring leadership with a safety-focused “tone at the top”
● Engaged employees with robust safety training and education
● A strong focus on identifying and reducing hazards and risks
Our efforts have resulted in a significant and sustained reduction in the number and severity of recordable injuries over the last several decades. We remain relentlessly focused on achieving our goal of creating an injury-free workplace.
Growing Our People Throughout Their Careers
Developing people is a key focus area and critical part of our company vision. We are intentional about developing and growing our people at all levels of the company and at all stages of their careers through activities such as:
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| | ● Creating meaningful individual development plans and providing a range of training and development tools
● Delivering classroom leadership training to hundreds of our front-line, mid-level and future executive leaders
● Engaging in rigorous internal talent reviews, succession planning and competency assessments
● Annually collecting feedback from employees about our workplace and their career development experience.
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| | | Building a Diverse, Equitable and Inclusive Culture
Inclusion is a core value for our company. Our senior management team and board of directors are fully engaged and regularly review our diversity, equity and inclusion strategy and progress toward our goals of creating an inclusive environment, ensuring our policies and practices are equitable and improving representation where we have gaps.
To achieve this, we are focused on three key areas: leadership, people and culture. We set multiple targets in each category every year, and we are transparent about our progress, sharing results both internally and externally. We have an Inclusion Council in place and a dedicated director of Diversity, Equity and Inclusion who works with our leaders to set annual goals, review our progress and adjust our approach to meet evolving best practices. Some of our notable policies and practices include:
● “No tolerance” policies for discrimination and harassment of employees, suppliers, customers and visitors
● Recurrent review of pay equity
● Paid parental leave for all employees
● Masked names on resumes and diverse hiring teams
● Employee-led resource groups
● Training on unconscious bias, harassment prevention, and inclusive leadership
● Ongoing companywide communication on the importance of diversity, equity and inclusion
● Regular employee surveys and other means of confidentially collecting feedback to help us evaluate our inclusive culture and address any identified gaps
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In response to our 2022 feedback survey of all employees, 82% agreed their work environment is inclusive, which is an improvement of 2% from the last companywide survey, driven mostly by women and people of color.
Helping Our Communities Be Thriving Places to Work and Live
We are actively engaged in the communities where we operate, providing support through charitable giving and volunteer hours. We also provide more than 9,000 family wage jobs, mostly in rural communities, and are committed to meaningful stakeholder engagement. We’re proud to give our time and money to help ensure these communities are thriving places to live and work. In 2022, we provided approximately $5.6 million in charitable grants, matching gifts, in-kind donations and sponsorships in our communities. Our employees volunteered 14,616 hours of their time to causes they care about, which is a strong testament to the generosity of our people and their dedication to their communities. Throughout the year, our employees also gave from their own pockets to their favorite charities using our online giving platform, which provides a company match and payroll deduction option.
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Corporate Governance
Overview
Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management and help build public trust in our company. Our governance framework is built on a foundation of written policies and guidelines, which we modify and enhance on a continuous basis to reflect best practices and feedback from our shareholders. Our Corporate Governance Guidelines and other key governance policies and documents are available on our website at investor.weyerhaeuser.com/policies-documents.
Alignment With Investor Stewardship Group Principles
Our corporate governance practices align with the governance principles set out in the corporate governance framework established by the Investor Stewardship Group, or ISG, for U.S.-listed companies, as shown below.
| | | ISG Principle
| | WY Governance Practice
| PRINCIPLE 1:
Boards are accountable to shareholders
| | ● All directors stand for election annually
● Proxy access with market terms
● Majority voting standard in uncontested director elections
● Directors not receiving majority support must tender resignation for consideration
● No poison pill — board-adopted policy requires shareholder approval prior to adoption unless approved by majority of independent directors
● Robust disclosure of our corporate governance practices
| PRINCIPLE 2:
Shareholders should be entitled to voting rights in proportion to their economic interest
| | ● Single class of voting shares
● One share, one vote standard
| PRINCIPLE 3:
Boards should be responsive to shareholders and be proactive in order to understand their perspectives
| | ● All directors attend our annual meetings, providing an opportunity for shareholder engagement
● Board considers annual voting results and ongoing investor engagement feedback in setting company policies and strategy
● Directors engage with major shareholders, as appropriate, as a part of our ongoing outreach programs
| PRINCIPLE 4:
Boards should have a strong, independent leadership structure
| | ● Independent board chairman with clearly defined responsibilities
● Board considers appropriateness of its leadership structure at least annually
● Proxy statement discloses why board believes current leadership structure is appropriate
| PRINCIPLE 5:
Boards should adopt structures and practices that enhance their effectiveness
| | ● Board composition reflects a broad range of relevant perspectives, skills and knowledge, including gender, racial and ethnic diversity:
○ 4 of our 9 directors (44.4%) are women
○ 1 of our 9 directors (11.1%) is racially or ethnically diverse
○ 2 of our 3 key committees (66.7%) are chaired by women
● 8 of our 9 directors (88.9%) are independent; each key committee is fully independent
● Active director refreshment with seven new board members since 2015
● Mandatory retirement age (75)
● Directors attended 98% of total board and committee meetings in 2022
● All directors attended our 2022 Annual Meeting of Shareholders
● Limits on outside board service
● Policy provides that board may retain independent outside advisors in its discretion
● Annual board and committee evaluation process
| PRINCIPLE 6:
Boards should develop management incentive structures that are aligned with the long-term strategy of the company
| | ● Compensation Committee annually reviews and approves incentive program design for alignment with business strategies
● Compensation program structure includes combination of short- and long-term performance goals
● Proxy statement includes clear and robust disclosure regarding compensation program philosophy, objectives and design
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Independent Board of Directors
Our Corporate Governance Guidelines and the listing requirements of the New York Stock Exchange (“NYSE”) each require that a majority of the board be comprised of “independent” directors, as defined from time to time by law, NYSE standards and any specific requirements established by the board. A director may be determined to be independent only if the board has determined that he or she has no material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a material relationship with the company. To evaluate the materiality of any such relationship the board has adopted the NYSE’s categorical independence standards for director independence.
The Governance and Corporate Responsibility Committee advises and makes recommendations to the full board regarding director independence. After considering the committee’s recommendation, the board affirmatively determined that, other than Mr. Stockfish, each of the company’s current directors, each nominee for director and each director who served as a director in 2022 is independent in accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) independence rules and requirements. The board determined that Mr. Stockfish is not independent because he is the president and chief executive officer of the company.
Separate Chairman and Chief Executive Officer Roles
Our board has chosen to separate the positions of board chair and chief executive officer. The chief executive officer is responsible for the strategic direction and day-to-day leadership and performance of the company. The independent non-executive chairman of the board provides oversight, direction and leadership to the board. The chairman also performs the following duties:
● | | In consultation with the chief executive officer, sets the agenda for meetings of the board;
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● | | Presides over meetings of the full board, non-executive sessions of the board and shareholder meetings;
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● | | Facilitates communication among our directors and between management and the board;
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● | | Provides input to the Governance and Corporate Responsibility Committee and Compensation Committee, as appropriate, with respect to the composition and design of our board, our annual board self-evaluation process and the performance evaluation process for our chief executive officer; and
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● | | As necessary or appropriate, represents the board in communicating with our shareholders and other external stakeholders.
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Additionally, to provide a separate forum for candid discussion, the company’s Corporate Governance Guidelines require regularly scheduled executive sessions of independent directors, which are led by our independent board chairman. In the case that our board chair is not independent, our Corporate Governance Guidelines require that the board appoint an independent lead director to fulfill this duty.
We believe that this separation of roles provides more effective monitoring and objective evaluation of the chief executive officer’s performance and strengthens the board’s independent oversight of the company’s performance and governance standards. It also allows the board to draw on the leadership skills and business experience of two persons, the chairman of the board and the chief executive officer.
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Board Committees
The board’s primary committees are the Audit, Compensation and Governance and Corporate Responsibility Committees. These committees are comprised exclusively of independent directors and, in the case of the Audit Committee and Compensation Committee, include members who meet enhanced regulatory requirements for service on those committees. The board also has an Executive Committee. Each committee is governed by a written charter, a copy of which can be found on the company’s website at investor.weyerhaeuser.com/committee-charters-and-composition.
| | | Current Members
u Sara Grootwassink Lewis (Chair)
● Deidra C. Merriwether
● Lawrence A. Selzer
● Kim Williams
The Audit Committee met 7 times during 2022.
| | Audit Committee
The Audit Committee oversees the quality and integrity of the company’s accounting, auditing and financial reporting practices, as well as the company’s compliance with legal and regulatory compliance matters that could have a material impact on the company’s financial statements or internal controls over financial reporting and, in coordination with the Governance and Corporate Responsibility Committee, such other compliance matters that could have a material financial effect on the company. The committee is also responsible for:
● The appointment, compensation and general oversight of the company’s independent auditors;
● Annually assessing the performance of the independent auditors and the company’s internal audit group;
● Pre-approving all audit and non-audit services to be performed by the company’s independent auditors and all related fees;
● Regularly meeting separately in executive session with the independent auditors and the vice president of the company’s internal audit group;
● Reviewing and discussing the company’s annual and quarterly financial statements and its quarterly earnings press releases and related communications, and formally approving and recommending to the board inclusion of the annual financial statements in the company’s 10-K annual report;
● Reviewing and discussing the annual audit plans of the independent auditor and internal audit group;
● Reviewing the effectiveness of the company’s system of internal controls;
● Reviewing the results of the audit, including conclusions, significant findings and recommendations of both the independent auditor and the internal audit function, and assessing management’s responses relating to such conclusions, findings or recommendations;
● Discussing with management, internal audit and the independent auditor the company’s policies and practices relating to assessing and managing risk, including the risk of fraud;
● Approving policies and practices established by management for the company’s hiring of employees or former employees of the independent auditor; and
● Establishing procedures for the receipt and retention of, and responses to, complaints regarding accounting, internal controls or auditing matters, including the anonymous submission by employees of concerns regarding questionable accounting or auditing practices.
All committee members are financially literate within the meaning of stock exchange listing rules and are independent and meet additional stock exchange and SEC independence standards for audit committee service.
Sara Grootwassink Lewis and Deidra Merriwether are each an audit committee financial expert as defined by the SEC, and each committee member has accounting or related financial management expertise as required by stock exchange listing standards.
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| | | Current Members
u Rick R. Holley (Chair)
● Mark A. Emmert
● Al Monaco
● Nicole W. Piasecki
The Compensation Committee met 4 times during 2022.
| | Compensation Committee
The Compensation Committee reviews and approves the compensation philosophy, strategy and design of the company’s compensation and benefits systems to ensure they are aligned with the company’s objectives and are effective in attracting and retaining workforce talent. It also makes compensation decisions for the company’s executive officers. The committee also:
● Recommends to the board of directors the corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s compensation in light of performance against those goals and objectives, and recommends to the board the CEO’s compensation level based on this evaluation;
● Reviews and recommends to the board of directors the compensation philosophy, strategy, programs and plans regarding non-employee director compensation;
● Acts as administrator for the company’s incentive compensation plans, including establishment of performance goals;
● Regularly reviews and approves changes to the peer group used for benchmarking compensation for executive officers;
● Monitors the financial effects, and any risks, to the company related to the company’s compensation plans, programs and practices;
● Establishes stock ownership requirements for executive officers and recommends to the board stock ownership requirements for non-employee directors; and
● Appoints and oversees the independent compensation consultant and annually ensures that the consultant’s work raises no conflicts of interest.
All committee members are independent and meet additional stock exchange and SEC independence standards for compensation committee members.
| Current Members
u Nicole W. Piasecki (Chair)
● Mark A. Emmert
● Lawrence A. Selzer
● Kim Williams
The Governance and Corporate Responsibility Committee met 3 times during 2022.
| | Governance and Corporate Responsibility Committee
The Governance and Corporate Responsibility Committee oversees the company’s governance structure and practices. It is also responsible for evaluating overall board composition, ensuring that the appropriate skills, backgrounds and experience are adequately represented on the board, and making recommendations for board nominees accordingly. The committee also:
● Manages the board and committee evaluation process;
● Oversees the process for the board’s evaluation of our CEO’s performance;
● Provides oversight of sustainability strategy and performance, including our approach to addressing nature and land management matters as well as climate change impacts and opportunities;
● Provides oversight and policy direction on the company’s environmental and safety policies and practices;
● Recommends any changes to the company’s Corporate Governance Guidelines to the board; and
● Provides oversight of ethics and business conduct and coordinates with the Audit Committee regarding any ethics, business conduct or compliance matters that could have a material financial effect on the company.
All committee members are independent.
| Current Members
▶ Lawrence A. Selzer (Chair)
● Rick R. Holley
● Devin W. Stockfish
| | Executive Committee
The Executive Committee is authorized to act for the board in the interval between board meetings, except to the extent limited by law, applicable stock exchange listing standards or the company’s charter documents.
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Risk Oversight and Management
Board and Committee Risk Oversight
The board is actively involved in the oversight of risks that could affect the company. The oversight of these risks, which range from short- to long-term in nature, is conducted at the full board level and through committees of the board pursuant to written charters outlining their respective duties and responsibilities. The full board retains responsibility for oversight of broad strategic and operational risks along with risks not otherwise delegated to one of its committees. These retained risks include, for example, strategic risks related to our industry and competition, our capital structure and our financial health, and operational risks such as cybersecurity.
The board stays informed of each committee’s oversight of its assigned areas of risk, which are summarized in the table below, through regular reports by each committee chair to the full board. At least one member of the Governance and Corporate Responsibility Committee serves concurrently on the Audit Committee because some of the key risks overseen by the committee could involve financial risk. The board and its committees also receive regular reports directly from our chief compliance officer and from other officers and company personnel responsible for management of particular company risks. To help assess the company’s current and potential risks, both the board and its committees regularly call upon external advisors, including those with expertise in housing, macro-economics, investment banking, compensation, accounting, pension asset and liability management, and cybersecurity.
Generally, the level and scope of board and committee oversight does not vary with the type of any particular company risk; although risks of greater potential severity that pose more of an immediate threat to the company and its operations or financial health are discussed with the board and its committees more frequently and in more detail than other, less immediately threatening, risks. The board believes that this structure and approach provides the appropriate leadership to help ensure effective risk oversight.
| | | | Committee Risk Oversight
| | | Audit Committee
| | ✓ Oversees risks relating to financial reporting, as well as legal and regulatory compliance matters that may have a material impact on the company’s financial statements, internal controls over financial reporting or disclosure controls
✓ In coordination with the Governance and Corporate Responsibility Committee, oversees such other legal and regulatory compliance matters that may have a material financial effect on the company
✓ Meets regularly with the company’s chief financial officer, controller, vice president of internal audit, internal legal counsel, KPMG LLP and other members of management
✓ Receives regular reports relating to matters such as the status and findings of audits being conducted by the internal and independent auditors, the status of material litigation and other contingent liabilities, and changes in accounting requirements or practices that could affect the content or presentation of the company’s financial statements
✓ Reviews any “hot-line” or other reports concerning accounting, internal controls or auditing matters
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| | | | Committee Risk Oversight
| Governance and
Corporate
Responsibility
Committee
| | ✓ Oversees risks relating to board leadership and effectiveness, management and board succession planning, sustainability and environmental practices and policies (including matters relating to climate change), ethics and business practices, political activities and other public policy matters that affect the company and its stakeholders
✓ In coordination with the Audit Committee, oversees legal and regulatory compliance matters that may have a material financial effect on the company
✓ Works with officers of the company responsible for relevant risk areas and keeps abreast of the company’s significant risk management practices and strategies for anticipating and responding to major public policy shifts that could affect the company
✓ Oversees the company’s program for ethics and business conduct
| | | Compensation Committee
| | ✓ Oversees risks relating to the company’s compensation and benefits systems and annually reviews policies and practices to determine whether they meet the committee’s objectives for executive pay and to ensure that the company’s compensation practices are not reasonably likely to have a material adverse effect on the company
✓ Retains its own independent compensation consultant and meets regularly with management to understand the financial, human resources and shareholder implications of its compensation decisions
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Risk Management
While the board and its committees are responsible for general risk oversight, company management is charged with managing these risks. The company has a robust strategic planning and enterprise risk management process that facilitates the identification and management of risks. This process includes identification of specific risks, ranking of the likelihood and magnitude of effect of those risks, scenario analysis, review of risk appetite and a review of mitigation plans. Management analyzes risk areas that have the potential to materially affect the company’s businesses and integrates this information into strategic planning and discussions with the board of directors.
Our enterprise risk management program is tasked with maintaining a robust compliance and ethics program along with disciplined processes designed to provide oversight of key risk areas for the company. It is led by our chief compliance officer, who reports to our senior vice president and general counsel and the Governance and Corporate Responsibility Committee, and operates in coordination with our businesses, our corporate staff including legal, accounting, IT and internal audit, and our external independent auditors. Our risk management group is responsible for overseeing management of a wide range of material risks that could affect the company, including strategic, operational, financial and reputational risks. Key risk areas of focus include cybersecurity, sustainability and environmental practices and safety performance, along with risks relating to our internal controls and procedures.
The task of oversight and management of company risks is a fluid and challenging one that requires frequent communication between the board and company management. As previously discussed, management regularly reports to the board and its committees on the status of existing company risks and the identification of new or emerging risks. Members of the board, in turn, actively provide feedback on the company’s risk management practices and, where appropriate, make suggestions concerning increased focus on one or more existing risks or consideration of new or emerging risk areas.
Audit Committee Report
Management is responsible for the company’s internal controls and the financial reporting process. KPMG LLP is responsible for performing an independent audit of the company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing audit reports on the consolidated financial statements and the assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the board of directors.
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In discharging its responsibility for the year ended December 31, 2022:
● | | The Audit Committee regularly met in executive sessions with management as well as internal and external auditors;
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● | | The Audit Committee has reviewed and discussed the audited financial statements of the company with management;
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● | | The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended, and applicable SEC requirements;
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● | | The Audit Committee has received the written disclosures and the letter from KPMG LLP required by the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has reviewed, evaluated and discussed with that firm the written report and its independence from the company; and
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● | | Based on the foregoing reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements and assessment of internal control over financial reporting be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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The current members of the Audit Committee are set forth below.
● | | Sara Grootwassink Lewis, Chair
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Succession Planning
Succession planning and leadership development are key priorities for the board and management. The board regularly reviews the company’s people development activities in support of its business strategy, which includes a detailed discussion of the company’s development programs, leadership bench and succession plans with a focus on key positions at the senior executive level and other critical roles. The board also has regular and direct exposure to high-potential leaders through formal board and committee presentations and informal events.
Shareholder Engagement
We believe that maintaining regular and active dialogue with our shareholders is important for effective corporate governance as well as to our commitment to deliver sustainable, long-term value to our shareholders. We engage with our shareholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on our policies and practices. Shareholder feedback is regularly reviewed and considered by the board and its committees and is reflected in adjustments and enhancements to our policies and practices. We remain committed to investing time with our shareholders to maintain transparency and to better understand their views on key issues.
Mr. Stockfish, our CEO, and Mr. Wold, our CFO, frequently meet with shareholders and present at investor conferences, and our Investor Relations office engages with shareholders throughout the year on matters focused on our core businesses and performance. In addition to these shareholder engagements, our general counsel, head of investor relations and head of sustainability engaged with shareholder ESG teams to provide updates on our 2022 ESG performance, including our sustainability, social and governance practices, and to solicit feedback about our programs and practices. In 2022, we engaged with approximately 150 institutional investors, including approximately 40% of our top 100 shareholders. We also engaged with proxy and other advisory firms that represent the interests of various shareholders to help us stay abreast of developing areas of shareholder focus and to solicit feedback about our programs and practices.
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Shareholder Rights
Shareholder Proxy Access
Our proxy access bylaw allows eligible shareholders to nominate candidates to the board of directors who are included in the company’s proxy statement and ballot. This process for inclusion of shareholder nominees in the proxy statement is in addition to previously existing bylaw provisions that allow shareholders to nominate directors to the board without access to the company’s proxy statement. For more information about the director nomination process, see Stock Information — Shareholder Recommendations and Nominations of Directors on page 71.
Directors Elected Annually by Majority Vote
Our bylaws require that directors be elected annually by a majority of the votes cast in uncontested director elections. Any incumbent director who is not re-elected continues to serve as a “holdover director” until the earlier of 90 days after election results are certified, his or her successor has been appointed by the board or he or she resigns. By company policy, each nominated incumbent director and each new nominee is required to tender an irrevocable resignation that becomes effective if the director does not receive a majority of the votes cast in an election and the resignation is accepted by the board. The Governance and Corporate Responsibility Committee considers relevant circumstances and factors, including without limitation whether accepting the resignation would cause the board or the company to be out of compliance with SEC rules or NYSE listing standards, and recommends to the board whether to accept the resignation. The board then must act on any such resignation and disclose its decision within 90 days from election certification date. Holdover directors do not participate in these deliberations or discussions.
Policy on Shareholder Approval of Rights Plans
The board maintains a shareholder rights plan policy that requires the board to obtain shareholder approval prior to adopting any shareholder rights plan. However, the board may act on its own to adopt a shareholder rights plan if a majority of the independent directors, exercising their fiduciary duties under Washington law, determine that such submission to shareholders would not be in the best interests of shareholders under the circumstances.
Shareholders Right to Call Meetings
Our bylaws provide that special meetings of our shareholders may be called by shareholders representing at least 25% of the company’s outstanding shares if certain notice and other procedural requirements are followed and if the board determines that the matters of business to be brought before the meeting are appropriate for shareholder action under applicable law.
Clawback Policy
We maintain an incentive compensation clawback policy to ensure that incentive compensation is paid based on accurate financial and operating data and the correct calculation of performance against incentive targets. Our policy provides that in the event of an accounting restatement due to material non-compliance with financial reporting requirements, the company may seek to recover incentive compensation received by any current or former executive in excess of the amount that would have been paid if based on the corrected financial statements.
On October 26, 2022, the SEC adopted rules implementing the clawback provisions of the Dodd-Frank Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend to timely amend and restate our clawback policy to reflect these new requirements.
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Anti-Hedging and Trading Policy
Our anti-hedging and trading policy prohibits our directors, executive officers and employees who report directly to our executive officers from hedging their ownership of the company’s stock, including without limitation any trading in options, puts, calls, or other derivative instruments related to company stock or debt. The policy also prohibits directors and executive officers from pledging company stock, engaging in any short sales of company stock or trading company stock on margin.
Related Party Transactions Review and Approval Policy
The board of directors recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that company decisions are based on considerations other than the best interests of the company and its shareholders. As a result, the board prefers to avoid related party transactions, while also recognizing that there are situations where related party transactions may be in, or at least may not be inconsistent with, the best interests of the company and its shareholders. The board has adopted a related party transactions policy and delegated to the Audit Committee the responsibility to review related party transactions. A related party transaction is any transaction (or series of related transactions) involving the company and in which the amount involved exceeds $120,000 and a related person has a direct or indirect material interest.
A “related person” is:
● | | A director or executive officer of the company;
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● | | A shareholder who beneficially owns more than 5% of the company’s stock;
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● | | An immediate family member of any of the company’s directors or executive officers; or
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● | | A company, charitable organization or other entity in which any of these persons serves as an employee, officer or general partner (or in a similar role) or beneficially owns 10% or more of the entity.
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A director, executive officer or a family member who is also a “related person” must inform the company’s corporate secretary about any proposed related party transaction and disclose the pertinent facts and circumstances. If the corporate secretary concludes that a related party transaction is presented, the matter is brought to the Audit Committee for review.
● | | After review of the facts and circumstances, the disinterested members of the committee may approve the transaction only if the involved director’s or executive’s independence and the company’s best interests are not adversely affected.
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● | | Transactions not previously submitted for approval shall, upon becoming known, be submitted to the committee for ratification, termination or modification of terms.
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● | | Material transactions approved by the committee are reported to the board of directors.
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During 2022, there were no transactions and there are no currently proposed transactions in which Weyerhaeuser was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.
Board Composition and Consideration of Director Nominees
Director Qualifications
Our Corporate Governance Guidelines provide that the board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the company’s operations and interests. The Corporate Governance Guidelines also provide that, at all times, a majority of the board must be comprised of “independent directors” as defined from time to time by law, NYSE standards and any specific requirements established by the board. As a base line, each director is expected to exhibit high standards of integrity, commitment and independence of thought and judgment, participate in a constructive and collegial manner, be willing to devote sufficient time to carrying out the duties and responsibilities of a director and, most importantly, represent the long-term interests of all shareholders.
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Examples of desired skills and backgrounds include:
● | | Finance and capital markets;
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● | | Public company board experience;
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● | | Relevant industries, especially natural resource or other commodities management;
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● | | Government, regulatory or legal;
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● | | Manufacturing and capital-intensive industry;
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● | | Environmental and climate change management and strategy;
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● | | Diversity, equity and inclusion;
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● | | Real estate and land management;
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● | | International business; and
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In addition to the targeted skill areas, the board also seeks to have a membership that has diverse perspectives as informed by skills, experiences and backgrounds, including without limitation perspectives informed by diverse gender, racial, ethnic and national backgrounds.
The Governance and Corporate Responsibility Committee assesses the skill areas currently represented on the board and those skill areas represented by directors expected to retire from the board in the near future against the list of targeted skills and experiences. The committee also considers recommendations from members of the board regarding skills that could improve the overall quality and ability of the board to carry out its function. Based on this analysis, the committee targets specific skill areas or experiences as the focus of consideration for new directors to join the board.
Identifying and Evaluating Nominees for Directors
The Governance and Corporate Responsibility Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated, or arise, the Governance and Corporate Responsibility Committee evaluates various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, third-party search firms retained to assist in identifying and evaluating possible candidates, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best qualified candidates based on the established criteria and recommends those candidates for appointment by the board (to fill vacancies) or for election at the next annual meeting of shareholders.
Board Self-Assessment
The board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Governance and Corporate Responsibility Committee, involves the completion of annual evaluations of the board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends and to assess whether actions taken in response to previous evaluation results have resulted in meaningful improvements. As part of its self-assessment process, the board annually determines the diversity of specific skills and characteristics necessary for the optimal functioning of the board in its oversight of the company over both the short- and long-term.
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Limits on Other Board Service
The board believes that director service on other company boards contributes valuable experience and perspective to the Weyerhaeuser Board of Directors. However, the board also expects that every director has sufficient time to commit to attending and being prepared to contribute at Weyerhaeuser board and committee meetings. With this in mind, our Corporate Governance Guidelines provide that a director may not serve on more than three other public company boards. If a director serves as the principal executive officer of a public company, the limit on outside board service is no more than two other public company boards. In addition, directors who serve on the Audit Committee may not serve on more than two other public company audit committees.
The board may determine, on a case-by-case basis, that any additional service on an outside board would not impair a director’s ability to effectively discharge his or her duties as a director of the company.
Communication With Our Board
Communications to the board of directors may be sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 and marked to the attention of the board or any of its committees, the independent directors as a group or individual directors. Communications also may be sent by email to CorporateSecretary@weyerhaeuser.com.
Code of Ethics and Transparency
Integrity is a core value at Weyerhaeuser. We have a strong culture of ethics and integrity at every level of our company. Since our founding in 1900, we have consistently been recognized for our ethical business practices, compliance and high standards. In 2023, we were named for the 14th time as one of the World’s Most Ethical Companies® by Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices.
Our Code of Ethics is currently in its tenth edition and applies to all employees and members of our board. It is an expression of our commitment and shared responsibility to conduct our business affairs ethically with stakeholders, including employees, communities, customers, suppliers, contractors and shareholders. We will notify shareholders on our website at weyerhaeuser.com of any waiver granted by the board of directors under the Code of Ethics for an executive officer or director. No such waivers were granted for any executive officer or director in 2022. The current edition of the Code of Ethics is available on our website at weyerhaeuser.com/company/values/integrity/.
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Third-Party Recognitions
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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. | | 4 | Weyerhaeuser Company |
TABLE OF CONTENTS 2023 Performance Highlights Our performance in 2023 reflects solid execution across all businesses, notwithstanding challenging market conditions over the course of the year. In addition, we continued to deliver superior shareholder value by improving and growing our portfolio of assets, maintaining our industry-leading performance, enhancing our strong ESG foundation and executing on our capital allocation strategy. We Strengthened the Value of Our World-Class Timberlands Portfolio Acquired mature and highly productive timberlands in North Carolina, South Carolina and Mississippi, all strategically located near our existing timber holdings and mill operations Divested less-strategic timberlands in upstate South Carolina We Delivered Strong Financial and Operating Performance | • | Generated full-year net earnings of $839 million, Adjusted EBITDA* of approximately $1.7 billion, net cash from operations of over $1.4 billion and Adjusted FAD* of $986 million |
| • | Delivered peer-leading Adjusted EBITDA margin** in all our Wood Products manufacturing businesses and peer-leading Adjusted EBITDA per acre** in our Western Timberlands |
Captured $37 million of Operational Excellence (“OpX”) improvements across our businesses We Enhanced Our Strong ESG Foundation and Leadership Received limited third-party assurance of our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions Strengthened our DE&I roadmap and more than doubled companywide membership in employee resource groups Launched two signature programs to provide targeted support for our rural operating communities Included on the Dow Jones Sustainability Index North America — the only company included from our industry in 2023 We Advanced Our Natural Climate Solutions Business | • | Increased our Natural Climate Solutions (“NCS”) Adjusted EBITDA* by 114 percent since this business’ inception in 2020 |
Received registry approval for our first forest carbon project, expected to generate 475,000 credits over a 20-year crediting period; and completed the first sale of credits in the voluntary market Entered into one new wind and 13 new solar energy agreements We Returned Significant Cash to Our Shareholders Returned $783 million in total cash to shareholders based on 2023 results (approximately 80 percent of 2023 Adjusted FAD) Increased our quarterly base dividend by 5.6 percent in 2023 to $0.19 per share and paid a supplemental dividend of $0.14 per share in the first quarter of 2024 based on 2023 results Returned $125 million to our shareholders through opportunistic share repurchases
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| See Appendix A for a definition and explanation of these non-GAAP measures, a full reconciliation of each measure to the most directly comparable GAAP measure and a brief discussion of why we use these non-GAAP measures. |
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| See Appendix A for important information about these operating performance comparisons. |
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TABLE OF CONTENTS Environmental Stewardship and
Social Responsibility Sustainability is one of the core values of our company and has been for over 100 years. We have spent decades building a strong foundation characterized by excellence in environmental stewardship, social responsibility and corporate governance. Our board provides oversight and direction on our sustainability strategy and ESG goals. Management reports to the full board on these matters on a regular basis, and the board annually reviews our performance and progress. Environmental Stewardship Everything we do in our forests and our manufacturing operations considers the long-term view. From a business perspective, we ensure our forests continue to provide a sustainable supply of wood fiber now and in the future, while also enhancing and protecting the many additional benefits they provide, such as clean water, clean air and critical areas for biodiversity. In our manufacturing operations, we focus on efficient use of raw materials and responsible environmental management of our sites. We are proud of our excellent performance in environmental stewardship and are firmly committed to ongoing scientific research and partnerships to find innovative, meaningful ways to improve our practices. Through our practices, we: Keep the harvesting and growth of our forests in balance Contribute to clean water and improve air quality Preserve valuable wildlife habitat and protect biodiversity Reduce the likelihood and magnitude of forest fires Store carbon in our sustainably managed forests and wood products Manage our environmental impacts and reduce risk Verify our practices through externally validated certification programs Minimizing Our Environmental Footprint We meet or exceed rigorous environmental standards in all areas where we operate, and we constantly strive to improve the efficiency of our operations. We focus on increasing energy and resource efficiency, reducing greenhouse gas emissions, conserving natural resources and protecting biodiversity, and offering products with superior sustainability attributes to meet our customers’ needs. We set measurable sustainability goals aligned with our business strategy and regularly evaluate our progress. We are committed to continuously improving our sustainability practices based on sound science and innovation. We actively monitor environmental conditions that could affect our assets and operations, and partner with and support local, regional, national and global nonprofit organizations, research institutes, universities and government agencies on research efforts and projects. | | 6 | Weyerhaeuser Company |
TABLE OF CONTENTS We know that maintaining a talented and engaged workforce and strong relationships with the communities where we operate is critical to our long-term value creation. For us, this commitment to our people and our communities means creating a safe, diverse and inclusive work environment. It also means supporting the communities where we operate, so they can be vibrant, prosperous places to live and work. It’s good for our business, and it’s the right thing to do. Ensuring a Safe and Healthy Work Environment The most fundamental characteristic of our culture at Weyerhaeuser is our deep commitment to the safety of our people. For us, safety is a core value and comes first in everything we do. Our industry-leading safety results are driven by: Caring leadership with a safety-focused “tone at the top” Engaged employees with robust safety training and education A strong focus on identifying and reducing hazards and risks Our efforts have resulted in a significant and sustained reduction in the number and severity of recordable injuries over the last several decades. Still, despite our progress in this area, two employees were fatally injured on the job in 2023, marking the first work fatalities we have experienced in nearly 10 years. These losses are a tragic reminder that our safety work is never done, and we remain relentlessly focused on achieving our goal of creating an injury-free workplace. Growing Our People Throughout Their Careers Developing our people is a key focus area and a critical part of our company vision. We are intentional about developing and growing our people at all levels of the company and at all stages of their careers through activities such as: Creating meaningful individual development plans and providing a range of training and development tools Delivering classroom leadership training to hundreds of our front-line, mid level and future executive leaders Engaging in rigorous internal talent reviews, succession planning and competency assessments Annually collecting feedback from employees about our workplace and their career development experience 2024 Annual Meeting & Proxy Statement | 7
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TABLE OF CONTENTS Building a Diverse, Equitable and Inclusive Culture Inclusion is a core value for our company. Our senior management team and board of directors are fully engaged and regularly review our diversity, equity and inclusion strategy and progress toward our goals of creating an inclusive environment, ensuring our policies and practices are equitable and improving representation where we have gaps. These values are also very important to our board of directors, which includes among its ten members gender and racial diversity. To achieve this, we are focused on three key areas: leadership, people and culture. We set multiple targets in each category every year and are transparent about our progress, sharing results both internally and externally. We have an Inclusion Council in place and a dedicated director of Diversity, Equity and Inclusion, who works with our leaders to adjust our approach over time to ensure we keep pace with evolving best practices. Some of our policies and practices include: “No tolerance” policies for discrimination and harassment of employees, suppliers, customers and visitors Recurrent review of pay equity Paid parental leave for all employees Masked names on resumes and diverse hiring teams Employee-led resource groups Training on unconscious bias, harassment prevention, inclusive leadership, anti-racism, psychological safety, and a host of other DE&I topics Companywide communication that educates and raises awareness Regular employee surveys and other means of confidentially collecting feedback to help us evaluate our inclusive culture and address any gaps In response to our 2023 feedback survey of all employees, 84 percent agreed their work environment is inclusive, which is an improvement of 2 percent from the last companywide survey. Helping Our Communities Be Thriving Places to Work and Live We are actively engaged in the communities where we operate, providing support through charitable giving and volunteer hours. In 2023, we launched two signature programs focused on creating thriving rural communities: THRIVE: A commitment to invest $5 million across five of our operating communities that are most in need of extra support. Our goal is to invest $1 million in each community over the course of several years, and we will work with innovative partners — including businesses, nonprofits and governments — to further support these areas through grants and other types of funding and local engagement. The first community will be Zwolle, Louisiana, and the northwest Louisiana region. Learn Local, Earn Local: We increased our Giving Fund allocation across the company to invest in building our future workforce. The new funding — combined with new partnerships with nonprofit partners, schools and critical-skill-building programs — will further youth education and workforce development opportunities at both the local and national level. | | 8 | Weyerhaeuser Company |
TABLE OF CONTENTS Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management, and help build public trust in our company. Our governance framework is built on a foundation of written policies and guidelines, which we modify and enhance on a continuous basis to reflect best practices and feedback from our shareholders. Our Corporate Governance Guidelines and other key governance policies and documents are available on our website at investor.weyerhaeuser.com/policies-documents. Alignment with Investor Stewardship Group Principles Our corporate governance practices align with the governance principles set out in the corporate governance framework established by the Investor Stewardship Group, or ISG, for U.S.-listed companies, as shown below. | | PRINCIPLE 1:
Boards are accountable to shareholders | | | • All directors stand for election annually
• Proxy access with market terms
• Majority voting standard in uncontested director elections
• Directors not receiving majority support must tender resignation for consideration
• No poison pill — board-adopted policy requires shareholder approval prior to adoption unless approved by majority of independent directors
• Robust disclosure of our corporate governance practices
| | | | PRINCIPLE 2:
Shareholders should be entitled to voting rights in proportion to their economic interest | | | • Single class of voting shares
• One share, one vote standard | | | | PRINCIPLE 3:
Boards should be responsive to shareholders and be proactive in order to understand their perspectives | | | • All directors attend our annual meetings, providing an opportunity for shareholder engagement
• Board considers annual voting results and ongoing investor engagement feedback in setting company policies and strategy
• Directors engage with major shareholders, as appropriate, as a part of our ongoing outreach programs
| | | | PRINCIPLE 4:
Boards should have a strong, independent leadership structure | | | • Independent board chair with clearly defined responsibilities
• Board considers appropriateness of its leadership structure at least annually
• Proxy statement discloses why board believes current leadership structure is appropriate
| | | | PRINCIPLE 5:
Boards should adopt structures and practices that enhance their effectiveness | | | • Board composition reflects a broad range of relevant perspectives, skills and knowledge, including gender, racial and ethnic diversity:
○ 4 of our 10 directors (40 percent) are women
○ 1 of our 10 directors (10 percent) is racially or ethnically diverse
○ 2 of our 3 key committees (66.7 percent) are chaired by women
○ 9 of our 10 directors (90 percent) are independent; each key committee is fully independent
• Active director refreshment with eight new board members since 2015
• Mandatory retirement age (75)
• Directors attended 96 percent of total board and committee meetings in 2023
• All directors attended our 2023 Annual Meeting of Shareholders
• Limits on outside board service
• Policy provides that the board may retain independent outside advisors at its discretion
• Annual board and committee evaluation process
| | | | PRINCIPLE 6:
Boards should develop management incentive structures that are aligned with the long-term strategy of the company | | | • Compensation Committee annually reviews and approves incentive program design for alignment with business strategies
• Compensation program structure includes combination of short- and long-term performance goals
• Proxy statement includes clear and robust disclosure regarding compensation program philosophy, objectives and design | |
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TABLE OF CONTENTS Independent Board of Directors Our Corporate Governance Guidelines and the listing requirements of the New York Stock Exchange (“NYSE”) each require that a majority of the board be comprised of “independent” directors, as defined from time to time by law, NYSE standards and any specific requirements established by the board. A director may be determined to be independent only if the board has determined that he or she has no direct or indirect material relationship with the company. To evaluate the materiality of any such relationship, the board has adopted the NYSE’s categorical independence standards for director independence. After considering the Governance and Corporate Responsibility Committee’s report and recommendation, the board affirmatively determined that, other than Mr. Stockfish, each of the company’s current directors, each nominee for director and each director who served on the board in 2023 is independent in accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) independence rules and requirements. The board determined that Mr. Stockfish is not independent because he is the president and chief executive officer of the company. Separate Chair and Chief Executive Officer Roles Our board has chosen to separate the positions of board chair and chief executive officer. The chief executive officer is responsible for the strategic direction and day-to-day leadership and performance of the company. The independent nonexecutive chair of the board provides oversight, direction and leadership to the board. The chair also performs the following duties: In consultation with the chief executive officer, sets the agenda for meetings of the board; Presides over meetings of the full board, nonexecutive sessions of the board and shareholder meetings; Facilitates communication among our directors and between management and the board; Provides input to the Governance and Corporate Responsibility Committee and Compensation Committee, as appropriate, with respect to the composition and design of our board, our annual board self-evaluation process and the performance evaluation process for our chief executive officer; and As necessary or appropriate, represents the board in communicating with our shareholders and other external stakeholders. Additionally, to provide a separate forum for candid discussion, the company’s Corporate Governance Guidelines require regularly scheduled executive sessions of independent directors, which are led by our independent board chair. In the case that our board chair is not independent, our Corporate Governance Guidelines require that the board appoint an independent lead director to fulfill this duty. We believe that this separation of roles provides effective monitoring and objective evaluation of the chief executive officer’s performance and supports the board’s independent oversight of the company’s performance and governance standards. It also allows the board to draw on the leadership skills and business experience of two persons, the chair of the board and the chief executive officer. | | 10 | Weyerhaeuser Company |
TABLE OF CONTENTS The board’s primary committees are the Audit, Compensation, and Governance and Corporate Responsibility Committees. These committees are comprised exclusively of independent directors and, in the case of the Audit Committee and Compensation Committee, include members who meet enhanced regulatory requirements for service on those committees. The board also has an Executive Committee. Each committee is governed by a written charter, a copy of which can be found on the company’s website at investor.weyerhaeuser.com/committee-charters-and-composition. | | Audit Committee | | | The Audit Committee oversees the quality and integrity of the company’s accounting, auditing and financial reporting practices, as well as the company’s compliance with legal and regulatory compliance matters that could have a material impact on the company’s financial statements or internal controls over financial reporting and, in coordination with the Governance and Corporate Responsibility Committee, such other compliance matters that could have a material financial effect on the company. The committee is also responsible for:
• The appointment, compensation and general oversight of the company’s independent auditor;
• Annually assessing the performance of the independent auditor and the company’s internal audit group;
• Pre-approving all audit and non-audit services to be performed by the company’s independent auditor and all related fees;
• Regularly meeting separately in executive session with the independent auditor and the vice president of the company’s internal audit group;
• Reviewing and discussing the company’s annual and quarterly financial statements and its quarterly earnings press releases and related communications, and formally approving and recommending to the board inclusion of the annual financial statements in the company’s 10-K annual report;
• Reviewing and discussing the annual audit plans of the independent auditor and internal audit group;
• Reviewing the effectiveness of the company’s system of internal controls;
• Reviewing the results of the audit, including conclusions, significant findings and recommendations of both the independent auditor and the internal audit function, and assessing management’s responses relating to such conclusions, findings or recommendations;
• Discussing with management, internal audit and the independent auditor the company’s policies and practices relating to assessing and managing risk, including the risk of fraud;
• Approving policies and practices established by management for the company’s hiring of employees or former employees of the independent auditor; and
• Establishing procedures for the receipt and retention of, and responses to, complaints regarding accounting, internal controls or auditing matters, including the anonymous submission by employees of concerns regarding questionable accounting or auditing practices. | | | | Current Members
 Sara Grootwassink Lewis (Chair)
• Deidra C. Merriwether
• Lawrence A. Selzer
• Kim Williams
The Audit Committee met seven times during 2023.
All committee members are financially literate within the meaning of stock exchange listing rules and are independent and meet additional stock exchange and SEC independence standards for audit committee membership.
The board of directors has determined that Sara Grootwassink Lewis, Deidra Merriwether and Kim Williams are each an audit committee financial expert as defined by SEC rules, and that each committee member has accounting or related financial management expertise as required by stock exchange listing standards. | |
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TABLE OF CONTENTS | | Compensation Committee | | | The Compensation Committee reviews and approves the philosophy, strategy and design of the company’s compensation and benefits systems to ensure they are aligned with the company’s objectives and are effective in attracting and retaining workforce talent. It also makes compensation decisions for the company’s executive officers. The committee also:
• Recommends to the board of directors the corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s compensation in light of performance against those goals and objectives, and recommends to the board the CEO’s compensation level based on this evaluation;
• Reviews and recommends to the board of directors the compensation philosophy, strategy, programs and plans regarding nonemployee director compensation;
• Acts as administrator for the company’s incentive compensation plans, including establishment of performance goals;
• Regularly reviews and approves changes to the peer group used for benchmarking compensation for executive officers;
• Monitors the financial effects, and any risks, to the company related to the company’s compensation plans, programs and practices;
• Establishes stock ownership requirements for executive officers and recommends to the board stock ownership requirements for nonemployee directors; and
• Appoints and oversees the independent compensation consultant and annually ensures that the consultant’s work raises no conflicts of interest. | | | | Current Members
Rick R. Holley (Chair)
• Mark A. Emmert
• Al Monaco
• James C. O’Rourke
• Nicole W. Piasecki
The Compensation Committee met four times during 2023.
All committee members are independent and meet additional stock exchange and SEC independence standards for compensation committee membership.
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| | Governance and Corporate Responsibility Committee | | | The Governance and Corporate Responsibility Committee oversees the company’s governance structure and practices. It is also responsible for evaluating overall board composition; ensuring that the appropriate skills, backgrounds and experience are adequately represented on the board; and making recommendations for board nominees accordingly. The committee also:
• Manages the board and committee evaluation process;
• Oversees the process for the board’s evaluation of our CEO’s performance;
• Provides oversight of sustainability strategy and performance, including our approach to addressing nature and land management matters as well as climate change impacts and opportunities;
• Provides oversight and policy direction on the company’s environmental and safety policies and practices;
• Recommends to the board any changes to the company’s Corporate Governance Guidelines; and
• Provides oversight of ethics and business conduct and coordinates with the Audit Committee regarding any ethics, business conduct or compliance matters that could have a material financial effect on the company.
| | | | Current Members
Nicole W. Piasecki (Chair)
• Mark A. Emmert
• Lawrence A. Selzer
• Kim Williams
The Governance and Corporate Responsibility Committee met three times during 2023.
All committee members are independent.
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| | Executive Committee | | | The Executive Committee is authorized to act for the board in the interval between board meetings, except to the extent limited by law, applicable stock exchange listing standards or the company’s charter documents. | | | | Current Members
Lawrence A. Selzer (Chair)
• Rick R. Holley
• Devin W. Stockfish | |
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TABLE OF CONTENTS Risk Oversight and Management Board and Committee Risk Oversight The board is actively involved in the oversight of risks that could affect the company. The oversight of these risks, which range from short- to long-term in nature, is conducted at the full board level and through board committees pursuant to written charters outlining their respective duties and responsibilities. The full board retains responsibility for oversight of broad strategic and operational risks, along with risks not otherwise delegated to one of its committees. These retained risks include, for example, strategic risks related to our industry and competition, our capital structure and our financial health, and operational risks such as cybersecurity. The board stays informed of each committee’s oversight of its assigned areas of risk, which are summarized below, through regular reports by each committee chair to the full board. At least one member of the Governance and Corporate Responsibility Committee serves concurrently on the Audit Committee because some of the key risks overseen by the Governance and Corporate Responsibility Committee could involve financial risk. The board and its committees also receive regular reports directly from our vice president of litigation and enterprise risk and chief compliance officer and from other officers and company personnel responsible for the management of particular company risks. To help assess the company’s current and potential risks, both the board and its committees regularly call upon external advisors, including those with expertise in housing, macroeconomics, investment banking, compensation, accounting, pension asset and liability management, and cybersecurity. Generally, the level and scope of board and committee oversight does not vary with the type of any particular company risk; although risks of greater potential severity that pose more of an immediate threat to the company and its operations or financial health are discussed with the board and its committees more frequently and in more detail than other, less immediately threatening, risks. The board believes that this structure and approach provides the appropriate leadership to help ensure effective risk oversight. 2024 Annual Meeting & Proxy Statement | 13
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TABLE OF CONTENTS Risk Management While the board and its committees are responsible for general risk oversight, company management is charged with managing these risks. The company has a robust strategic planning and enterprise risk management process that facilitates the identification and management of risks. This process includes identification of specific risks, ranking of the likelihood and magnitude of effect of those risks, scenario analysis, review of risk appetite and a review of mitigation plans. Our enterprise risk management team oversees our compliance and ethics program and is led by our vice president of litigation and enterprise risk and chief compliance officer, who reports to our senior vice president and general counsel and the Governance and Corporate Responsibility Committee. The team works in close coordination with our businesses; our legal, accounting, IT and internal audit groups; and our independent auditor to analyze a wide range of material risks that could affect the company, including strategic, operational, financial, reputational and other risk areas that have the potential to materially affect the company’s businesses, and integrates this information into strategic planning and discussions with the board of directors. Key risk areas of focus include cybersecurity, sustainability and environmental practices, and safety performance, along with risks relating to our internal controls and procedures. Management regularly reports to the board and its committees on the status of existing company risks and the identification of new or emerging risks. Members of the board, in turn, actively provide feedback on the company’s risk management practices and, where appropriate, make suggestions concerning increased focus on one or more existing risks or consideration of new or emerging risk areas. Succession planning and leadership development are key priorities and responsibilities for the board and management. Formal presentations are typically made to the full board on an annual basis concerning succession for each member of our senior management team. These discussions involve a presentation of near-term and longer-term internal succession candidates for each senior executive position, including a discussion of each candidate’s qualifications and experience. The board also discusses the key focus areas in each candidate’s development plan (which may include, for example, external coaching, supplemental education, special-project work, or movement within the organization) that will assist them in preparing for a senior executive role. A confidential procedure is also maintained for the transfer of the CEO’s responsibilities in the event of an emergency or sudden incapacitation or departure. The board is also involved in succession planning for senior executive level and other critical roles throughout the year as part of the board’s regular review of the company’s people and leadership development activities. In addition, the board has regular and direct exposure to the company’s high-potential leadership candidates through formal board and committee presentations, as well as informal events that allow board members to directly interact with and personally assess senior executive and other key-role succession candidates. We believe that maintaining regular and active dialogue with our shareholders is important for effective corporate governance as well as to our commitment to deliver sustainable, long-term value to our shareholders. We engage with our shareholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on our policies and practices. Shareholder feedback is regularly reviewed and considered by the board and its committees and is reflected in adjustments and enhancements to our policies and practices. We remain committed to investing time with our shareholders to maintain transparency and to better understand their views on key issues. Mr. Stockfish, our chief executive officer, and Mr. Wold, our chief financial officer, frequently meet with shareholders and present at investor conferences, and our Investor Relations office engages with shareholders throughout the year on matters focused on our core businesses and performance. In addition to these shareholder engagements, our general counsel, vice president of investor relations and vice president of sustainability engaged with shareholder ESG teams to provide updates on our 2023 ESG performance, including our sustainability, social and governance practices, and to solicit feedback about our programs and practices. | | 14 | Weyerhaeuser Company |
TABLE OF CONTENTS In 2023, we proactively reached out for engagement to approximately 65 percent of our shares outstanding. In total, we engaged with 160 institutional firms during the year, including 55 percent of our shares outstanding. We also engaged with proxy and other advisory firms that represent the interests of various shareholders to help us stay abreast of developing areas of shareholder focus and to solicit feedback about our programs and practices. Shareholder Proxy Access Our proxy access bylaw allows eligible shareholders to nominate candidates to the board of directors who are included in the company’s proxy statement and ballot. This process for inclusion of shareholder nominees in the proxy statement is in addition to previously existing bylaw provisions that allow shareholders to nominate directors to the board without access to the company’s proxy statement. For more information about the director nomination process, see Stock Information — Shareholder Recommendations and Nominations of Directors on page 62. Directors Elected Annually by Majority Vote Our bylaws require that directors be elected annually by a majority of the votes cast in uncontested director elections. Any incumbent director who is not reelected continues to serve as a “holdover director” until the earlier of 90 days after election results are certified, his or her successor has been appointed by the board or he or she resigns. By company policy, each nominated incumbent director who does not receive majority vote support submits his or her resignation, and the Governance and Corporate Responsibility Committee considers relevant circumstances and factors, including without limitation, whether the resignation would cause the board or the company to be out of compliance with applicable law or stock exchange listing standards, and recommends to the board whether to accept the resignation. Holdover directors do not participate in these deliberations. Shareholders’ Right to Call Meetings Our bylaws provide that special meetings of our shareholders may be called by shareholders representing at least 25 percent of the company’s outstanding shares if certain notice and other procedural requirements are followed and if the board determines that the matters of business to be brought before the meeting are appropriate for shareholder action under applicable law. New Compensation Recovery Policy We adopted a new compensation recovery policy to ensure that incentive and certain other compensation is paid based on accurate financial and operating data and the correct calculation of performance against incentive targets. In compliance with new SEC and NYSE rules, our policy requires, subject to limited exceptions, the Compensation Committee to pursue recovery of excess incentive compensation received on or after October 2, 2023, by any current or former executive in the event of an accounting restatement due to material noncompliance with financial reporting requirements. Our policy goes beyond regulatory requirements by enabling the committee to pursue, at its discretion, recovery of certain equity-based compensation that is earned or becomes vested solely based on service, such as our time-vested restricted stock units (“RSUs”), in the event of an accounting restatement due to material noncompliance. The committee also has discretion to pursue recovery of compensation covered under the policy from any nonexecutive company employee that it designates. Our original compensation recovery policy continues to govern compensation received prior to October 2, 2023. Anti-Hedging and Anti-Pledging Policy Our anti-hedging and anti-pledging policy prohibits our directors, executive officers and employees from hedging their ownership of the company’s stock, including without limitation, engaging in any short sales of the company's stock and trading or making investments in options, puts, calls, collars or other derivative instruments related to company stock. Our policy also prohibits directors, executive officers and employees who report directly to an executive officer from pledging company stock or trading company stock on margin. Related Party Transactions Review and Approval Policy During 2023, there were no related party transactions nor are there any currently proposed related party transactions. The board has adopted a related party transactions policy and delegated to the disinterested members of the Audit Committee the responsibility to review and approve, or deny, any presented related party transaction. A “related party transaction” is any transaction (or series of related transactions) involving the company in which the amount involved 2024 Annual Meeting & Proxy Statement | 15
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TABLE OF CONTENTS exceeds $120,000 and a related person has a direct or indirect material interest. “Related persons” are directors and executive officers or a member of their immediate families, shareholders who beneficially own more than 5 percent of the company’s stock, or a company, charitable organization or other entity in which any of these persons owns 10 percent or more of the voting equity or serves as an executive officer. Any related person must inform the corporate secretary about a proposed related party transaction and disclose pertinent facts and circumstances. If the corporate secretary concludes it to be a related party transaction, the matter is brought to the Audit Committee for review. After review of the facts and circumstances, the disinterested members of the committee may approve the transaction only if the involved director’s or executive’s independence and the company’s best interests are not adversely affected. Transactions not previously submitted for approval shall, upon becoming known, be submitted to the committee for ratification, termination or modification of terms. Related party transactions approved by the committee are reported to the board of directors. Board Composition and Consideration of Director Nominees Director Qualifications Our Corporate Governance Guidelines provide that the board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the company’s operations and interests. The Corporate Governance Guidelines also provide that, at all times, a majority of the board must be comprised of “independent directors” as defined from time to time by law, NYSE standards and any specific requirements established by the board. As a base-line, each director is expected to exhibit high standards of integrity, commitment, and independence of thought and judgment; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out the duties and responsibilities of a director; and, most importantly, represent the long-term interests of all shareholders. Examples of desired skills and backgrounds include: | | Executive leadership
Finance and capital markets
Public company board experience
Relevant industry (natural resource/commodities)
Government, regulatory or legal
Manufacturing and capital-intensive industry | | | Environmental and climate change management/strategy
Diversity, equity and inclusion
Real estate and land management
International business
Risk management | |
In addition to targeted skill areas, the board also seeks to have a membership that has diverse perspectives as informed by skills, experiences and backgrounds, including, without limitation, perspectives informed by diverse gender, racial, ethnic and national backgrounds. The Governance and Corporate Responsibility Committee assesses the skills currently represented on the board and those skill areas represented by directors expected to retire from the board in the near future against the list of targeted skills and experiences. The committee also considers recommendations from members of the board regarding skills that could improve the overall quality and ability of the board to carry out its function. Based on this analysis, the committee targets specific skill areas or experiences as the focus of consideration for new directors to join the board. Identifying and Evaluating Nominees for Directors The Governance and Corporate Responsibility Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated or arise, the Governance and Corporate Responsibility Committee evaluates various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, third-party search firms retained to assist in identifying and evaluating possible candidates, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best-qualified candidates based on the established criteria and recommends those candidates for appointment by the board (to fill vacancies) or for election at the next annual meeting of shareholders. Mr. James C. O’Rourke, who was appointed to the board in August 2023, was identified by a third-party search firm. | | 16 | Weyerhaeuser Company |
TABLE OF CONTENTS Board Self-Assessment The board is committed to assessing its own performance to identify its strengths, as well as areas in which it may improve its performance. The assessment is done through formal and informal means. A formal annual self-evaluation process, which is overseen by the Governance and Corporate Responsibility Committee, involves the completion of annual evaluations of the board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends and to assess whether actions taken in response to previous evaluation results have resulted in meaningful improvements. The board chair also solicits and gathers feedback from directors throughout the year and shares this feedback with the board and management. A key part of the self-assessment process is the board’s annual determination of whether the board’s membership reflects the right diversity of skills, backgrounds and characteristics necessary for its optimal functioning. Changes that have been implemented as a direct result of feedback received from directors include the addition of new board members with one or more targeted skills or backgrounds to enhance the board’s composition, as well as various enhancements and supplements to board materials. Limits on Other Board Service The board expects that every director has sufficient time to commit to attending and being prepared to contribute at Weyerhaeuser board and committee meetings. With this in mind, our Corporate Governance Guidelines provide that a director may not serve on more than three other public company boards. If a director serves as the principal executive officer of a public company, the limit on outside board service is no more than two other public company boards. In addition, directors who serve on the Audit Committee may not serve on more than two other public company audit committees. The board may determine, on a case-by-case basis, that additional board service beyond these limits would not impair a director’s ability to effectively discharge his or her duties as a director of the company.
Communication with Our Board Communications to the board of directors may be sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 and marked to the attention of the board or any of its committees, the independent directors as a group or one or more individual directors. Communications may also be sent by email to CorporateSecretary@weyerhaeuser.com. Code of Ethics and Transparency Integrity is a core value at Weyerhaeuser: we have a strong culture of ethics and integrity at every level of our company. Since our founding in 1900, we have consistently been recognized for our ethical business practices, compliance and high standards. In 2024, we were named for the 15th time as one of the World’s Most Ethical Companies® by Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices.
Our Code of Ethics is currently in its tenth edition and applies to all employees and members of our board. It is an expression of our commitment and shared responsibility to conduct our business affairs ethically with stakeholders, including employees, communities, customers, suppliers, contractors and shareholders. We will notify shareholders on our website at weyerhaeuser.com of any waiver granted by the board of directors under the Code of Ethics for an executive officer or director. No such waivers were granted for any executive officer or director in 2023. The current edition of the Code of Ethics is available on our website at weyerhaeuser.com/company/values/integrity/. 2024 Annual Meeting & Proxy Statement | 17
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TABLE OF CONTENTS Item 1. Election of Directors
The nineten persons identified as follows are nominated to be elected as directors at the 20232024 annual meeting for one-year terms expiring at the 20242025 annual meeting. All nominees, except for James C. O’Rourke, who was appointed by the board to serve as a new director effective August 3, 2023, were elected as directors by shareholders at the 20222023 annual meeting for a one-year term expiring at the 20232024 annual meeting.
Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly executed proxies will be voted for the persons nominated by the board of directors. The board of directors anticipates that each of the listed nominees will be able to serve, but if at the time of the meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee.
The biography of each of the following nominees contains information regarding the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding their experiences, qualifications, attributes or skills considered by the Governance and Corporate Responsibility Committee and the board of directors to assess the nominee’s candidacy for nomination. | | | | | The board of directors recommends that shareholders vote
“FOR” the election of each of the following nominees. | |
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| | | | | | | | | | | Large Organization CEO or Equivalent Experience | | ● | | ● | | | | | | ● | | | | ● | | ● | | | | | | | | | | | | | Other Significant Executive Experience | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | | | | | | | | | | | | Timber, Forest Products, Land Management or
Real Estate Development
| | | | ● | | ● | | | | | | ● | | ● | | ● | | ● | | | | | | | | | | | Manufacturing/Capital Intensive Industry | | | | ● | | ● | | ● | | ● | | ● | | | | ● | | ● | | | | | | | | | | | Other Commodity-Based Industry Experience | | | | ● | | ● | | ● | | ● | | | | | | | | | | | | | | | | | | | Environmental Management & Strategy | | | | ● | | | | ● | | ● | | ● | | ● | | ● | | | | | | | | | | | | | Climate Change Management and Strategy | | | | | | | | | | ● | | ● | | ● | | ● | | | | | | | | | | | | | REIT Operations and/or Tax Compliance | | | | ● | | ● | | | | | | | | | | ● | | | | | | | | | | | | | Finance & Capital Markets | | | | ● | | ● | | ● | | ● | | | | | | ● | | ● | | | | | | | | | | | Technology, IT or Cybersecurity Oversight | | | | | | ● | | | | ● | | ● | | | | | | | | | | | | | | | | | Sales & Marketing | | | | | | | | ● | | ● | | ● | | | | | | | | | | | | | | | | | Strategic Planning | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | | | | | | | | | | International | | ● | | | | ● | | | | ● | | ● | | | | ● | | ● | | | | | | | | | | | Human Capital Management and Executive Compensation | | ● | | ● | | ● | | | | ● | | ● | | | | ● | | ● | | | | | | | | | | | Diversity, Equity and Inclusion | | | | ● | | | | | | ● | | | | | | ● | | ● | | | | | | | | | | | Legal and Government Relations | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | | | | | | | | | | | | Risk Management | | ● | | ● | | ● | | ● | | ● | | ● | | | | ● | | ● |
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TABLE OF CONTENTS | Mark A. Emmert|Director Since 2008|Age: 70 |
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Director Since: 2008
Age: 71
Committees:
Compensation
Governance & Corporate
Responsibility | | | Biographical Information:
Mark A. Emmert served as the president of the National Collegiate Athletic Association from 2010 until March 2023; as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He is also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. Qualifications:
Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow and a Fellow of the American Council on Education and has served on many nonprofit boards. | | | | Qualifications:non-profit boards. He is an experienced leader
• Experienced executive leadership of majorlarge and complex educational, healthcare and athletics organizations with strong skills
• Extensive background in government, andpublic policy, international relations,affairs and strategic planning and
• Significant experience overseeing public company governance and executive compensation.compensation matters
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| Rick R. Holley |Director Since 2016|Age: 71 |
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Director Since: 2016
Age: 72
Chairman of the Board
Committees:
Compensation (Chair)
Executive | | | Biographical Information:
Rick R. Holley served as the president and chief executive officer of Plum Creek Timber Company, Inc. (timber) from 1994 to 2013 and continued to serve as chief executive officer until February 2016, at which time Plum Creek merged with Weyerhaeuser Company.Weyerhaeuser. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director of Plum Creek until February 2016. He has also served as a member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco and as a director of the National Alliance of Forest Owners and the Sustainable Forestry Initiative. | | | | Qualifications:• Mr. Holley, Significant executive leadership experience, having previously served as one of the longest tenured chiefprincipal executive officers in the timber industry has a deep and broad
• Extensive understanding of the company’s industry and business lines as well as
• Executive and board experience in strategic planning, corporate governance, finance, government affairs, risk oversight and risk oversight.public company executive compensation
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TABLE OF CONTENTS | Sara Grootwassink Lewis |Director Since 2016|Age: 55 |
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Director Since: 2016
Age: 56
Committees:
Audit (Chair) | | | Biographical Information:
Sara Grootwassink Lewis founded Lewis Corporate Advisors (capital markets advisory firm) in 2009, where she served as chief executive officer until 2018. From 2002 to 2009, she was executive vice president and chief financial officer of Washington Real Estate Investment Trust Company (equity REIT). She was previously vice president of financeFinance and investor relationsInvestor Relations at Corporate Office Properties Trust (office and data center REIT) and a sell-side REIT equity analyst with Johnston, Lemon & Co. (financial services). Ms. Grootwassink Lewis serves on the board of directors and chairs the compensationCompensation and human capital committeeHuman Capital Committee of Healthpeak Properties, Inc. (life science, senior housing and medical office real estate) and serves on the board and audit committeeAudit Committee of Freeport-McMoRan Inc. (mining). She previously served on the board and chaired the audit committeeAudit Committee of Sun Life Financial, Inc. (global financial services) until May 2021, as well as the boards of PS Business Parks, Inc. (commercial real estate) until 2019, CapitalSource Inc. (commercial lending) until its acquisition in 2014, Plum Creek Timber Company, Inc. (timber) until its merger with Weyerhaeuser Company in 2016, and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until 2016. Ms. Grootwassink Lewis is also involved in the following organizations: the Center for Audit Quality, where she serves on the Audit Committee Council; the Brookings Institution, where she serves on the Boardboard of Trustees,trustees and Executive Committee and chairs the Governance Studies Council; the United States Chamber of Commerce Center for Capital Markets Competitiveness, where she serves on the Leadership Board; and the National Association of Corporate Directors, where she is a Board Leadership Fellow and delegate for the Advisory Council for Risk Oversight. Ms. Grootwassink Lewis also served as a member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015 to 2017. | | | | Qualifications:• Ms. Grootwassink Lewis has extensive Extensive executive, financial and real estate industry experience having served as a senior executive of a publicly traded REIT as well as a member of several public company boards. Ms. Grootwassink Lewis alsoboards
• Considerable public company board experience in audit and governance matters
• Certified public accountant registered in the State of Illinois and holds a chartered financial analyst designation and is a certified public accountant registered in the state of Illinois.
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| Deidra C. Merriwether |Director Since 2020|Age: 54 |
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Director Since: 2020
Age: 55
Committees:
Audit | | | Biographical Information:
Deidra C. Merriwether has served as senior vice president and chief financial officer for W.W. Grainger, Inc. (industrial maintenance, repair, and operating products supply) since January 2021. In previous roles with Grainger, she was the senior vice president and president of North American Sales & Services until January 2021, senior vice president of Direct Sales and Strategic Initiatives from 2016 to 2020, and vice president of Finance, Americas, from 2013 to 2016. Prior to Grainger, she was with Sears Holdings Corp. (retail) as chief operating officer of Retail Formats from 2011 to 2013; senior vice president and chief financial officer of Retail Formats from 2008 to 2011; vice president of Procurement & Merger Integration from 2004 to 2008; and vice president of Kmart Real Estate Strategy from 2002 to 2004. She has also served in various finance, production, and management roles with Sears, Isiah Investments (investments), PricewaterhouseCoopers (professional services), and Eli Lilly & Company (pharmaceutical). Ms. Merriwether served on the board of Sears Canada from 2007 to 2010 and serves on the Ann and Robert Lurie Children’s Hospital board in Chicago, IL,Illinois, and on the North Carolina A&T State University Athletic Foundation board. | | | | Qualifications:• Ms. Merriwether has broad-based Significant breadth and deep managementdepth of executive experience in the areas of finance, sales and international supply chain andmanagement
• Extensive finance experience serving as the chief financial officer for one of the world’s largest industrial supply companies, as well as having served in several other professional finance roles
• Served in several executive sales positions with significant profit and loss statement responsibilities.responsibilities
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TABLE OF CONTENTS | | Al Monaco |
Director SinceSince: 2020|
Age: 63 |
64
Committees:
Compensation | | |  | | Biographical Information:
Al Monaco served as president and chief executive officer and director of Enbridge Inc. (energy infrastructure) from 2012 to January 2023. Previously, Mr. Monaco held various senior executive roles at Enbridge, including executive vice president, Natural Gas Transmission and Renewable Energy,Energy; executive vice president, Major Project,Projects Execution; president of Enbridge Gas Distribution,Distribution; and senior vice president, Corporate Planning and Development, as well as board positions with Enbridge and affiliated companies/publicly traded entities. Mr. Monaco currently serves on the board of directors of the Canadian National Railway Company (freight railway), where he is a member of the Human Resources Committee and the Governance Committee. He was also a director of the American Petroleum Institute, serving on its executive committeeExecutive Committee and as a chair of its finance committee.Finance Committee. Other associations in which Mr. Monaco is involved include the U.S. BusinessNational Petroleum Council, the Business Council of Canada, the Business Council of Alberta, and the Catalyst Canada Advisory Board. Mr. Monaco holds the chartered professional accountant designation.
| | | | Qualifications:• Mr. Monaco has extensive Significant executive leadership experience in overseeing a large and complex North American and international energy infrastructure organization with geographically diverse organization, as well as management ofand capital-intensive operations development of
• Extensive background in natural resources development, technology, international operations, strategic planning, and human resource management
• Executive and public company executive compensation. He has directboard experience inwith capital markets, mergers and acquisitions, regulated businesses, government policy, and environmental, social and governance matters.matters and public company executive compensation
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Director Since: 2023
Age: 63
Committees:
Compensation | | | Biographical Information:
James “Joc” C. O’Rourke, appointed as a director of the company in 2023, is currently a senior advisor to The Mosaic Company (mining), where he served as chief executive officer and director from 2015 until December 2023 and as president from 2015 until September 2023. In previous roles with Mosaic, he was executive vice president – Operations and chief operating officer from 2012 to 2015, and executive vice president – Operations from 2009 to 2012. Prior to Mosaic, Mr. O’Rourke was president of Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, and held various management, engineering and other roles in the mining industry in Canada and Australia. He also serves as a director of The Toro Company (outdoor maintenance equipment), where he is the chair of the Compensation and Human Resources Committee and a member of the Nominating and Governance Committee, and of Rio Tinto Ltd (metals and mining), where he is a member of the Nominations Committee and Sustainability Committee. | | | | Qualifications:
• Significant executive leadership experience in overseeing a global producer of some of the most important nutrients in agriculture
• Extensive background in commodities markets, procurement, and managing international supply chains and customers, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance
• Executive and board experience with public company executive compensation and governance matters
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2024 Annual Meeting & Proxy Statement | 21
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TABLE OF CONTENTS | | |  | 
Director Since: 2003
Age: 61
Committees:
Governance & Corporate
Responsibility (Chair)
Compensation | | | Biographical Information:
Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes (aerospace) from March 2013 to September 2017. Previously, she served as vice president of Business Development & Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes from 2003 to 2006; vice president of Sales, Leasing Companies, for Boeing Commercial Airplanes from 2000 until January 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group since 1992. Ms. Piasecki serves on the boardsboard of directors of BAE Systems PLC (defense and aerospace) and Howmet Aerospace Inc. (aerospace manufacturing)BWX Technologies (nuclear components and fuel). She is also a member of the board of directors of The Stimson Center and serves as an advisor to Mitsubishi Heavy Industries, Ltd. in Tokyo. Ms. Piasecki is a formerpreviously served on the board memberof directors of Howmet Aerospace Inc. (aerospace manufacturing) until May 2023. She also previously served on the board of trustees of Seattle University, the board of directors of the Seattle Branch of the Federal Reserve Bank, a former member of the board of governors Tokyo, of the American Chamber of Commerce of Japan (Tokyo) and a former memberthe advisory council of the Federal Aviation Administration’s Advisory Council.Administration. | | | | Qualifications:• Ms. Piasecki has extensive Significant executive experience in overseeing one of the largest and most complex business divisions of a leading global aircraft and air defense systems designer and manufacturer
• Extensive background in capital-intensive industries, sales and marketing, strategic planning, and international operations and relations.relations
• Considerable board experience in public company executive compensation and governance matters
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| | | | Lawrence A. Selzer |Director Since 2016|Age: 63 |
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Director Since: 2016
Age: 64
Committees:
Executive (Chair)
Audit
Governance & Corporate Responsibility | | | Biographical Information:
Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premier environmental non-profitnonprofit organizations) since 2001. He is the chairman of the board of directors of the American Bird Conservancy and of the board of directors of Leading Harvest (sustainability in agriculture)(agriculture sustainability). He previously served on the board of trustees of Manomet, Inc. (conservation science) until 2021, on the board of directors of Plum Creek Timber Company, Inc. (timber) until February 2016 and as chairman of the board of directors of the Outdoor Foundation (outdoor experience promotion and accessibility) from 2007 until 2016. | | | | Qualifications:• Significant executive leadership experience in managing and overseeing a large, complex and geographically diverse environmental conservation organization
Mr. Selzer has experience• Experience and expertise in the areas of conservation procurement, conservation finance, timberland acquisitions and dispositions, and real estate management. He hasmanagement
• Considerable board experience managingin public company executive compensation and overseeing a large, complex, and geographically diverse environmental conservation organization.audit matters
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| | 22 | Weyerhaeuser Company |
TABLE OF CONTENTS | Devin W. Stockfish |Director Since 2019|Age: 49 |
| | |  |
Director Since: 2019
Age: 50
Committees:
Executive | | | Biographical Information:
Devin W. Stockfish has been president and chief executive officer of Weyerhaeuser Company since January 2019. Previously he served as the company’s senior vice president, Timberlands from January 2018 to December 2018, and as vice president, Western Timberlands from January 2017 to December 2017. He also served as the company’s senior vice president, general counsel and corporate secretary from July 2014 to December 2016 and as assistant general counsel from March 2013 to July 2014. Before joining the company, he was vice president and associate general counsel at Univar Inc. (chemical distribution), where he focused on mergers and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation (retail food and beverage) and practiced corporate law at K&L Gates LLP (law firm). Before he began practicing law, he was an engineer with The Boeing Company (aerospace and defense). Mr. Stockfish serves as chair of the board of directors for the National Alliance of Forest Owners. | | | | Qualifications:• Mr. Stockfish has Significant executive leadership experience in overseeing the largest and most geographically diverse integrated timber and forest products industry,company in North America
• Experience and background in capital-intensive industries, mergers and acquisitions, corporate finance, executive compensation, legal and regulatory matters, and strategic planning.planning, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance
• Executive and board experience with public company executive compensation, governance and audit matters
| |
| | Kim Williams |
Director SinceSince: 2006 |
Age: 67 |
68
Committees:
Audit
Governance & Corporate
Responsibility | | |  | | Biographical Information:
Kim Williams served as senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc. (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), as well as chair of the auditits Audit and executive committeesExecutive Committees and serves as the lead independent director on the board of directors of Xcel Energy Inc. (utilities). She previously served as a director for MicroVest (asset management firm) until its acquisition in 2021. Ms. Williams is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency) and a life trustee of Concord Academy.Academy (education).
| | | | Qualifications:• Significant executive experience in investment management and operations, serving as a senior executive of one of the world’s leading investment asset management organizations
Ms. Williams has extensive• Extensive understanding of the investor perspective and experience and a background in corporate finance, strategic planning and international operations.operations
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• Considerable public company board experience in audit and governance matters
| | | 28 | Weyerhaeuser Company
| | |
2024 Annual Meeting & Proxy Statement | 23
| |
TABLE OF CONTENTS Board and Committee Meetings in 20222023 The following table summarizes meeting information for the board and each of the board’s committees in 2022.2023. Directors attended 98%96 percent of the total meetings of the board and committees on which they served in 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Board of Directors | | | Executive | | | Audit | | | Compensation | | | Governance and Corporate Responsibility | | | | | | | | Total Meetings in 2022 | | | 6 | | | | — | | | | 7 | | | | 4 | | | | 3 | |
2023. | | Total Meetings in 2023 | | | 4 | | | — | | | 7 | | | 4 | | | 3 | |
Director Compensation Non-Employee
Nonemployee Director Compensation Program for 20222023 The board believes that the level of non-employeenonemployee director compensation should be based on board and committee responsibilities and be competitive with comparable companies. The board also believes that a significant portion of non-employeenonemployee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders.
Director compensation for 20222023 included the following components: | | Description of Fee
| | | ($) | | | | | Annual Retainer — Cash
| | 110,000
| 115,000 (1) | | | | | Annual Retainer — RSU
| | 160,000
| 170,000 (2) | | | | | Board Chair Retainer — Cash
| | | 75,000 (3) | | | | | Board Chair Retainer — RSU
| | | 75,000 (3) | | | | | Audit/Compensation Committee Chair Retainer — Cash
| | | 20,000 | | | Governance & Corporate Responsibility Committee Chair Retainer — Cash | | | 15,000 | |
(1)
| As a result of benchmarking non-employeenonemployee director compensation, the board approved an increase to the amount of the annual cash retainer from $110,000$115,000 to $115,000,$120,000, beginning in 2023.2024.
|
(2)
| As a result of benchmarking non-employeenonemployee director compensation, the board approved an increase to the amount of the annual RSUrestricted stock unit retainer from $160,000$170,000 to $170,000,$180,000, beginning in 2023.2024.
|
(3)
| As a result of benchmarking nonemployee director compensation and in consideration of the significant duties performed by the board chair, the board approved an increase to the board chair’s compensation from $150,000 to $165,000, of which $85,000 is paid in the form of RSUs and $80,000 is paid in cash, beginning in 2024. |
There are no meeting fees, and retainer fees are paid annually following the annual shareholders’ meeting. Retainers for the board and committee chairs are paid in addition to the annual cash and RSU retainers.
The Compensation Committee is responsible for annually reviewing our non-employeenonemployee director compensation practices in comparison to that of comparable companies. Our program reflects best practices, including: ● | | Retainer-only compensation with no fees for attending meetings, which is an expected part of board service;
|
● | | Additional retainers for special roles, such as board and committee chairs, to recognize incremental time and effort involved;
|
● | | Equity delivered in the form of full-value shares, with short (one-year) vesting to avoid director entrenchment;
|
● | | Director stock ownership requirements of five times the annual cash retainer ($550,000); and
|
● | | Expense reimbursement for actual travel and other out-of-pocket expenses incurred in relation to board service.
|
Retainer-only compensation with no fees for attending meetings, which is an expected part of board service; Additional retainers for special roles, such as board and committee chairs, to recognize incremental time and effort involved; Equity delivered in the form of full-value shares, with short (one-year) vesting to avoid director entrenchment; Director stock ownership requirements of 5x the annual cash retainer (currently $575,000); and Expense reimbursement for actual travel and other out-of-pocket expenses incurred in relation to board service. The Compensation Committee works with its independent compensation consultant, Frederic W.FW Cook, & Co. (“FW Cook”), to ensure the program remains competitive. This review includes a competitive analysis of our non-employeenonemployee director compensation program against the practices of the companies in the peer group used for executive compensation comparisons. | | | | | | 2023 Annual Meeting & Proxy Statement24 | 29Weyerhaeuser Company
|
TABLE OF CONTENTS The following table shows the annual compensation of our non-employeenonemployee directors for 2022. | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash (1) ($) | | | Stock Awards (2) ($)
| | | Total ($) | | | | | | Mark A. Emmert | | | 110,000 | | | | 159,991 | | | | 269,991 | | | | | | Rick R. Holley | | | 205,000 | | | | 234,967 | | | | 439,967 | | | | | | Sara Grootwassink Lewis | | | 130,000 | | | | 159,991 | | | | 289,991 | | | | | | Deidra C. Merriwether | | | 110,000 | | | | 159,991 | | | | 269,991 | | | | | | Al Monaco | | | 110,000 | | | | 159,991 | | | | 269,991 | | | | | | Nicole W. Piasecki | | | 125,000 | | | | 159,991 | | | | 284,991 | | | | | | Lawrence A. Selzer | | | 110,000 | | | | 159,991 | | | | 269,991 | | | | | | Kim Williams | | | 110,000 | | | | 159,991 | | | | 269,991 | |
| | Mark A. Emmert | | | 115,000 | | | 169,982 | | | 284,982 | | | | Rick R. Holley | | | 210,000 | | | 244,993 | | | 454,993 | | | | Sara Grootwassink Lewis | | | 135,000 | | | 169,982 | | | 304,982 | | | | Deidra C. Merriwether | | | 115,000 | | | 169,982 | | | 284,982 | | | | Al Monaco | | | 115,000 | | | 169,982 | | | 284,982 | | | | James C. O’Rourke | | | 88,777 | | | 131,207 | | | 219,984 | | | | Nicole W. Piasecki | | | 130,000 | | | 169,982 | | | 299,982 | | | | Lawrence A. Selzer | | | 115,000 | | | 169,982 | | | 284,982 | | | | Kim Williams | | | 115,000 | | | 169,982 | | | 284,982 | |
(1)
| The amount for Ms. Lewis includes cash compensation of $20,000 for her service as chair of the Audit Committee during 2022.2023. The amount for Ms. Piasecki includes cash compensation of $15,000 for her service as chair of the Governance and Corporate Responsibility Committee during 2022.2023. The amount for Mr. Holley includes cash compensation of $75,000 and a stock award of $75,000 for his service as chairman of the board and cash compensation of $20,000 for his service as chair of the Compensation Committee during 2022.2023. Mr. O’Rourke was appointed to the board on August 3, 2023, and the amount of his cash compensation was prorated based on his time of service from August 3, 2023, until the date of the 2024 annual meeting.
|
(2)
| Amounts reflect the grant date fair value of director compensation paid in the form of restricted stock units (“RSUs”)RSUs or deferred stock equivalent units. The grant date fair value for all directors was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The amount for Mr. Holley includes a stock award of $75,000 for his service as chairman of the board during 2023. The fair value for all directors other than Mr. O’Rourke was calculated based on the grant date of May 16, 2022.12, 2023. The fair value of Mr. O’Rourke’s compensation paid in the form of RSUs was calculated based on the grant date of August 3, 2023, the date Mr. O’Rourke joined the board of directors. Mr. O’Rourke received prorated compensation of $131,236 in RSUs based on his time of service from the date of his appointment to the board until the date of the 2024 annual meeting. The following directors chose to defer their RSUs into common stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Mr. Holley — 6,1558,224 units, and Ms. Lewis and Ms. Merriwether — 4,1915,706 units each. In addition, Ms. Merriwether deferred her fee compensation into an interest-bearing account under the terms of our Fee Deferral Plan for Directors. Amounts deferred into common stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the company’s common stock.
|
The number of RSUs paid to directors was determined by dividing the dollar amount of the retainer equity award by the market price of Weyerhaeuser Company common stock on the date of grant. For 20222023 awards, 6,1558,224 RSUs were granted to Mr. Holley and 4,1915,706 RSUs to each of the other directors.directors except for Mr. O’Rourke, who received a prorated grant of 3,999 RSUs based on his term of service, which began on August 3, 2023. The RSUs vest over one year and will be settled in shares of the company’s common stock upon the earlier of the one-year anniversary of the grant date or theon May 9, 2024 (the day prior to the company’s next regular meetingcompany's 2024 Annual Meeting of shareholders following the grant date.Shareholders). Directors who leave the board during the one-year period receive a pro-ratapro rata number of shares on the settlement date. RSUs granted to directors are credited with dividendsdividend equivalent units during the one-year vesting period.
Deferral Options for Cash and Equity Retainer
Directors may elect to defer all or a portion of the annual cash and equity retainer payments under the Fee Deferral Plan for Directors. A director may elect to defer the cash retainer into an interest-bearing account (with interest in accordance with the plan at 120%120 percent of the applicable federal long-term rate (“AFR”) as published by the IRS in January of each plan year) or to defer the cash or equity portion of the retainer into stock equivalent units. In the case of cash fees, the number of credited stock equivalent units is determined by dividing the amount of cash deferred by the market price of the company’s common stock on the date such fees would have been paid. In the case of equity fees, the RSUs are deferred into an equal number of stock equivalent units. In each case, stock equivalent units are credited with dividends during the deferral period.
Amounts deferred into cash are paid in cash, and amounts deferred into stock equivalent units are paid in company stock, in each case at the end of the deferral period, but in no event earlier than the director’s separation from service to the board, in accordance with the requirements and limitations of Section 409A of the Internal Revenue Code (“IRC”). Canadian directors who defer fees into stock equivalent units may elect to receive cash payments instead of company stock.
Annual Shareholder Meeting Attendance The
Members of the board of directors are expected to attend the company’s annual shareholder meetings, if possible. All directors serving at the time of the 20222023 annual meeting attended the meeting.
2024 Annual Meeting & Proxy Statement | 25
| | | 30 | Weyerhaeuser Company
| | |
TABLE OF CONTENTS Item 2. Proposal to Approve, on an Advisory Basis, the Compensation of the Named Executive Officers
We are asking our shareholders to indicate their support for the compensation of our named executive officers (“NEOs”) as described in this proxy statement. This annual proposal, commonly known as a “say-on-pay”Say-on-Pay proposal, gives our shareholders the opportunity to express their views on the compensation of our NEOs.
Our executive officers, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate superior executive talent. At the same time, we design our executive compensation program to focus on shareholders’ interests and sustainable long-term performance. We do this by making a significant portion of our NEOs’ compensation contingent on reaching specific short- and long-term performance measures.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 20232024 annual meeting:
“RESOLVED, that Weyerhaeuser Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company’s proxy statement for the 20232024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosures.”
This “say-on-pay”Say-on-Pay vote is advisory and therefore will not be binding on the company, the Compensation Committee or our board of directors. However, our board of directors and our Compensation Committee value the opinions of our shareholders, and to the extent there is any significant vote against the NEOs’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. | | | | | The board of directors recommends that shareholders vote “FOR”this
the advisory proposal to approve the compensation of our named executive officers. | |
| | | | | | 2023 Annual Meeting & Proxy Statement26 | 31Weyerhaeuser Company
|
TABLE OF CONTENTS Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation philosophy and practices and the material elements comprising our compensation program. It also explains the process that the Compensation Committee uses to determine compensation and benefits for our named executive officers, or “NEOs”. For 2022,2023, our NEOs are: | | | Name | | Title | | | Devin W. Stockfish | | | President and Chief Executive Officer | | | | | David M. Wold | | | Senior Vice President and Chief Financial Officer(1) | | | | | Russell S. Hagen | | | Senior Vice President and Chief Development Officer | | | | | Travis A. Keatley | | | Senior Vice President, Timberlands | | | | | Keith J. O’Rear | | | Senior Vice President, Wood Products | | | Nancy S. Loewe | | Former Senior Vice President and Chief Financial Officer (2) |
(1) | Mr. Wold became Senior Vice President and Chief Financial Officer on May 13, 2022.
|
(2) | Ms. Loewe was Senior Vice President and Chief Financial Officer until May 13, 2022.
|
Executive Compensation Philosophy and Practices
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. The Compensation Committee reviews our executive compensation program components, targets and payouts on an annual basis and considers feedback we receive from our shareholders to ensure that compensation is appropriately linked to performance against company strategy and aligned with the interests of our shareholders.
We achieve our objectives through an executive compensation program that: ● | | Offers competitive pay opportunity that allows us to attract and retain top talent;
|
● | | Emphasizes pay-for-performance that drives superior financial results and value creation;
|
● | | Provides strong alignment with the interests of our shareholders; and
|
● | | Mitigates unnecessary and excessive risk-taking.
|
Offers competitive pay opportunity that allows us to attract and retain top talent; Emphasizes pay-for-performance that drives superior financial results and value creation; Provides strong alignment with the interests of our shareholders; and Mitigates unnecessary and excessive risk-taking. Program Structure and Practices
The structure and components of our executive compensation program provide a balanced focus on both long-term strategic and financial objectives and shorter-term business objectives.
2024 Annual Meeting & Proxy Statement | 27
| | | | | | CEO Target Compensation Mix* | | Other NEO Target Compensation Mix* | | | 
| | 
| | | | | | |
*Percentages | are approximations and reflect mathematical rounding.
|
| | | 32 | Weyerhaeuser Company
| | |
TABLE OF CONTENTS Our Leading Compensation Practices | | | | Our Leading Compensation Practices●No employment agreements;
●No tax gross-ups for “golden parachute” excise taxes;
● A clawbackNew compensation recovery policy for incentive compensation recovery;that exceeds SEC and NYSE requirements;
●Annual review of compensation risks and peer compensation data;
●Significant weighting of pay tied to performance-based compensation;
● NoModest executive perquisites other than limited to relocation-related benefits, executive health screening and, only when necessary, security services;
● SignificantEquity awards with multiyear vesting comprise a significant portion of compensation in the form of equity awards with multi-year vesting;total compensation;
| | | ● A policy prohibitingDirectors and officers are prohibited from hedging andor pledging of company stock by directors and officers;stock;
●Rigorous and measurable goal setting aligned with business strategy, including quantifiable and measurable ESG-related goals;
ESG-related goals; | |  | ●Robust stock ownership requirements for the CEO (6x salary) and senior vice presidents (2x(3x salary);
●An independent compensation consultant, FW Cook, to advise the Compensation Committee;
● “Double“Double trigger” accelerated vesting of our long-term incentive equity awards upon a change of control; and
●Balanced focus on both long-term strategic and financial objectives and shorter-term business objectives.
| |
20222023 Compensation Highlights
For 2022,2023, each of our business segments delivered strong financial and operating results despite continuing macroeconomic challenges. Our business and operating results drove key performance metrics in the variable elements of our compensation program, reflecting our emphasis on pay-for-performance. Following is a summary of how we performed against our short-term incentive goals under our Annual Incentive Plan (“AIP”) and how we performed against our long-term incentive goals under our Performance Share Unit plan.PSU plan, along with information about our Say-on-Pay results. For more information about these plans, see the discussion under Short-Term Incentive Plan beginning on page 4034 and Long-Term Incentive Compensation — Performance Share Unit Awards beginning on page 46.202239.
2023 Annual Incentive Plan Payout
| | | | | | | | | | | TIMBERLANDS | | | | | | $784 Million
Adjusted EBITDA
Financial Performance Metric
| |  | | Achieves
Controllable Business
Metrics Rating
| |  | | 134% of Target | | REAL ESTATE | | | | | | $329 Million
Adjusted EBITDA
Financial Performance Metric
| | | | High Achieves
Controllable Business
Metrics Rating
| | | | 190% of Target | | WOOD PRODUCTS | | | | | | 97%
RONA
Financial Performance Metric
| | | | Low Achieves
Controllable Business
Metrics Rating
| | | | 151% of Target |
| | | | | 2023 Annual Meeting & Proxy Statement28 | 33Weyerhaeuser Company
|
TABLE OF CONTENTS Payout of 20202021 Performance Share Unit Equity Award | | | | | | | | | | | | | | Three-Year TSR | | | | 17.9% | | | | 66.4% of Target Performance Shares |
2022 Say-On-Pay
Shareholders communicated overall strong support of our compensation philosophy and programs with “say-on-pay”Say-on-Pay voting results in excess of 93%94 percent approval in 2022.2023. Our Compensation Committee and board of directors value the opinions of our shareholders and consider those opinions as key inputs when making compensation decisions. Historically, we have received very strong shareholder support for our compensation program. In addition to our regular shareholder engagement throughout the year, to the extent we were to receive a significant vote against the compensation of our named executive officers, we would engage in vigorous and timely shareholder outreach and consider our shareholders’ feedback and concerns. The Compensation Committee would then evaluate whether responsive actions were necessary and implement any needed changes.
Frequency of Our Say-On-PaySay-on-Pay Vote Our
At the 2023 Annual Meeting of Shareholders, our shareholders expressed a preference to hold our “say-on-pay”Say-on-Pay vote on an annual basis atbasis. In light of this voting outcome, the 2017board of directors has chosen to continue holding future Say-on-Pay votes on an annual shareholders meeting. Our shareholders are once again being afforded the opportunity to express a preference about the frequency of the “say-on-pay” vote at the annual shareholders meeting.basis. Compensation Philosophy and Principles
Competitive Pay to Attract and Retain Talent
Our executive officers, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate top executive talent.
We annually review market compensation data to determine whether target compensation for our executive officers remains competitive and make adjustments when appropriate. Our market assessment includes evaluation of base salary, annual and long-term incentive opportunities, and other rewards such as health benefits and retirement programs. Our philosophy is to set total target compensation and benefit levels within the median range of market pay and benefit levels. Each component of total compensation and other benefits is intended to be consistent with market practices to help the company attract and retain talented executives.
We use comparative executive compensation data publicly available from a designated peer group of companies to help evaluate the competitiveness of our executive compensation program. We also review the competitive performance of our peers to help establish performance targets for incentive plans and to assess appropriate payout levels for performance. In addition, we review various pay surveys, including surveys of pay practices of forest products companies and comparably sized manufacturing companies, as well as general industry data for similarly sized companies. The peer group and survey data are generally reviewed separately to understand pay differences, if any, by industry or business segment and to assess whether any changes in pay data from year to year reflect true market trends.
In analyzing this information, we compare the pay of individual executives if we believe the positions are sufficiently similar to make meaningful comparisons. We also consider each executive’s level of responsibility, prior experience, job performance, contribution to the company’s success and results achieved. The Compensation Committee exercises its judgment and does not apply formulas or assign specific mathematical weights to individual factors.
For the market assessment conducted to help the Compensation Committee set 20222023 executive target pay opportunities, total target compensation for our NEOs relative to similarly situated executive officers in the competitive market was generally within the median range. 2024 Annual Meeting & Proxy Statement | 29
| | | 34 | Weyerhaeuser Company
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TABLE OF CONTENTS Peer Group for 20222023 Compensation Opportunities
When establishing 20222023 median target pay opportunities for our NEOs, the Compensation Committee reviewed competitive market data in February 20222023 for the following group of comparator companies, comprised of companies representing both Real Estate Investment Trust (“REIT”) and basic materials industries: | | | | | | | | | | | | Company | | Revenue (1) ($MM) | | | Market Cap (2) ($MM) | | | | | Air Products & Chemicals, Inc. (APD) | | | $10,323 | | | | $67,450 | | | | | AvalonBay Communities, Inc. (AVB) | | | $ 2,277 | | | | $35,239 | | | | | Ball Corporation (BLL) | | | $13,239 | | | | $31,181 | | | | | Boston Properties, Inc. (BXP) | | | $ 2,789 | | | | $17,992 | | | | | Crown Castle International Corp. (CCI) | | | $ 6,179 | | | | $90,218 | | | | | Eastman Chemical Company (EMN) | | | $ 9,968 | | | | $16,255 | | | | | Equinix, Inc. (EQIX) | | | $ 6,543 | | | | $76,160 | | | | | Equity Residential (EQR) | | | $ 2,432 | | | | $33,939 | | | | | International Paper Company (IP) | | | $21,932 | | | | $18,194 | | | | | Iron Mountain Incorporated (IRM) | | | $ 4,392 | | | | $15,152 | | | | | Nutrien Ltd (NTR) | | | $23,642 | | | | $42,885 | | | | | Packaging Corporation of America (PKG) | | | $ 7,401 | | | | $12,842 | | | | | PPG Industries, Inc. (PPG) | | | $16,369 | | | | $40,937 | | | | | Public Storage (PSA) | | | $ 3,328 | | | | $65,681 | | | | | Simon Property Group (SPG) | | | $ 4,919 | | | | $52,503 | | | | | The Mosaic Company (MOS) | | | $10,974 | | | | $14,889 | | | | | Ventas (VTR) | | | $ 3,760 | | | | $20,406 | | | | | WestRock Company (WRK) | | | $18,746 | | | | $11,671 | | | | | 75th Percentile | | | $12,673 | | | | $50,099 | | | | | 50th Percentile | | | $ 6,972 | | | | $32,560 | | | | | 25th Percentile | | | $ 3,918 | | | | $16,689 | | | | | Weyerhaeuser Company (WY) | | | $10,058 | | | | $30,846 | |
| | Air Products & Chemicals, Inc. (APD) | | | $12,699 | | | $68,430 | | | | AvalonBay Communities, Inc. (AVB) | | | $2,554 | | | $22,566 | | | | Ball Corporation (BLL) | | | $15,475 | | | $16,054 | | | | Boston Properties, Inc. (BXP) | | | $3,038 | | | $10,593 | | | | Crown Castle International Corp. (CCI) | | | $6,876 | | | $58,739 | | | | Eastman Chemical Company (EMN) | | | $10,901 | | | $9,768 | | | | Equinix, Inc. (EQIX) | | | $6,610 | | | $60,615 | | | | Equity Residential (EQR) | | | $2,681 | | | $22,297 | | | | International Paper Company (IP) | | | $21,114 | | | $12,317 | | | | Iron Mountain Incorporated (IRM) | | | $4,984 | | | $14,492 | | | | Nutrien Ltd (NTR) | | | $36,792 | | | $37,993 | | | | Packaging Corporation of America (PKG) | | | $8,543 | | | $11,752 | | | | PPG Industries, Inc. (PPG) | | | $17,657 | | | $29,552 | | | | Public Storage (PSA) | | | $4,091 | | | $49,212 | | | | Simon Property Group (SPG) | | | $5,216 | | | $38,606 | | | | The Mosaic Company (MOS) | | | $18,485 | | | $14,937 | | | | Ventas (VTR) | | | $4,079 | | | $18,007 | | | | WestRock Company (WRK) | | | $21,257 | | | $8,949 | | | | 75th Percentile | | | $17,112 | | | $38,453 | | | | 50th Percentile | | | $7,709 | | | $20,152 | | | | 25th Percentile | | | $4,314 | | | $12,861 | | | | Weyerhaeuser Company (WY) | | | $10,567 | | | $22,813 | |
(1)
| Four quarters of revenue closest to 20212022 calendar year end.year-end.
|
(2)
| As of 12/31/2021.December 31, 2022.
|
Each year, the Compensation Committee works with FW Cook, its independent compensation consultant, to review and assess the composition of the peer group and make any necessary changes to maintain compensationthe company within the group median range.range in terms of revenue and market capitalization. We also aim to select a peer group comprised of a roughly 50/50 mix of companies representing the REITReal Estate Investment Trust (“REIT”) and basic materials industries. To better align the company’s size in 2022 withThere have been no changes to the peer group median, Vornado Realty Trust (VNO) was dropped from, and Ventas (VTR) was added to, the peer group. | | | | | 2023 Annual Meeting & Proxy Statement | 35
|
since 2022.Pay-for-Performance
Pay-For-Performance
Our compensation program is designed to reflect a strong focus on the pay-for-performance approach that drives superior financial results and value creation and strongly aligns our executives’ interests with those of our shareholders. We tie pay to performance by: Structuring a significant portion (60 percent for the CEO, 56 percent for other NEOs) of executives’ pay as performance-based compensation; Evaluating performance against rigorous, preset performance goals; Using performance to allocate more compensation to higher-performing businesses and employees; and Exercising negative discretion to reduce incentive compensation otherwise payable upon achievement of preset goals to adjust for negative business occurrences.
● | | Structuring a significant portion (60% for CEO, 54% for other NEOs) of executives’ pay as performance-based compensation;
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TABLE OF CONTENTS ● | | Evaluating performance against rigorous, pre-set performance goals;
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● | | Using performance to allocate more compensation to higher-performing businesses and employees; and
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● | | Exercising negative discretion to reduce incentive compensation otherwise payable upon achievement of pre-set goals to adjust for negative business occurrences.
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Setting Challenging Goals and Evaluating Our Performance
We design our compensation program to reward the achievement of specific financial, strategic and individual performance goals. The Compensation Committee certifies achievement of our financial and controllable business metric goals, and we use an annual performance management process to assess individual performance. Both business and individual goals are established at the beginning of the year and are clear, measurable and performance based. Performance goals tend to include a broad spectrum of metrics that are aligned with our vision, including goals relating to financial and operating results, human capital management, environment and sustainability, customer value delivery and safety. The Compensation Committee and the board review the CEO’s performance against his goals annually.
The Compensation Committee believes that challenging performance goals, considered in the appropriate context, are the best measure of our performance. In some market conditions, the rigor of our performance goals can be accurately assessed with year-over-year absolute increases to our financial or operational excellence targets. However, in a commodity market facing significant downward pricing pressure, equal or lower performance targets could be as, or more, rigorous and challenging. For example, we consider harvest levels, which fluctuate from year to year, in setting targets for our AIP. One of the main reasons for these fluctuations is our commitment to sustainable forestry practices, a fundamental element of our vision and strategy. We do not make up for changes in portfolio mix by harvesting more logs. We believe that this commitment to sustainable harvest management, which requires that we limit our harvest levels to maximum sustainable yield, is aligned with our company’s and our shareholders’ best long-term interests. Similarly, we manage our real estate assets for long-term shareholder value and therefore consider a variety of factors in setting our annual budget for this business, including, but not limited to, timing relative to prevailing or expected market conditions. We also set challenging goals for our wood productsWood Products business that are focused on reducing operating costs and improving mill reliability. This in turn enables us to continue to operate profitably in low commodity pricing markets and maintain consistent supply for our customers. Beyond operating conditions, flat or lower performance targets might also reflect the financial impact of recently sold assets or businesses. For these reasons, the Compensation Committee believes it is important to set and evaluate performance goals in an appropriate business and operating context.
Strong Alignment Withwith Shareholders
Our compensation program is also designed to reflect a strong alignment with the interests of our shareholders, which we believe is a key component of a successful executive compensation program. We achieve this alignment by structuring our program and policies so that: ● | | A significant portion (74% for CEO; 60% for other NEOs) of our executives’ pay is in the form of equity compensation;
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● | | Our PSU awards, which account for 60% of the equity awards for our executives, are tied to a three-year relative TSR measure; and
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A significant portion (74 percent for the CEO; 60 percent for other NEOs) of our executives’ pay is in the form of equity compensation;
Our PSU awards, which account for 60 percent of the equity awards for our executives, are tied to a three-year relative TSR measure; and ● | | Our stock ownership requirements ensure that our executives hold a significant amount of our stock (6x salary for our CEO and 2x salary for our senior vice presidents).
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Our stock ownership requirements ensure that our executives hold a significant amount of our stock (6x salary for our CEO and 3x salary for our senior vice presidents). Our mix of short-term (annual cash incentive plan)(AIP) and long-term (PSUs and RSUs) incentives, with a significant portion of total compensation provided through long-term incentives, for ourencourages executive officers, encourages focus on both long-term strategic and financial objectives and shorter-term business objectives without introducing excessive risk. In general, employees with more ability to directly influence overall company and business segment performance have a greater portion of their overall compensation provided through long-term incentives. 2024 Annual Meeting & Proxy Statement | 31
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Mitigation of Unnecessary and Excessive Risk TakingRisk-Taking In designing our executive compensation program, we aim to meet our objectives while implementing and maintaining leading practices that discourage unnecessary and excessive risk taking.risk-taking. This includes: ● | | Balance between fixed and variable compensation;
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● | | Balance between cash and equity compensation;
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● | | Clawback policy for incentive compensation recovery to ensure accountability;
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● | | Policy prohibiting hedging and pledging of company stock by directors and officers;
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● | | Balance between short- and long-term incentives;
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● | | Diversification of performance metrics;
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● | | Executive stock ownership guidelines; and
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● | | Independent committee oversight and committee discretion to adjust quality of results.
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Balance between fixed and variable compensation; Balance between cash and equity compensation; Compensation recovery policy to ensure accountability; Policy prohibiting hedging and pledging of company stock by directors and officers; Balance between short- and long-term incentives; Diversification of performance metrics; Cap on bonus payments; Robust executive stock ownership requirements (6x salary for the CEO and 3x salary for other executives); and Independent board committee oversight and committee discretion to adjust quality of results. Compensation Program Design
We operate in a cyclical industry, and our profitability with respect to many of our products can fluctuate significantly based upon factors beyond our control. Among the most important of these are macroeconomic factors that affect demand, and thus market prices, for our commodity products. For example, the U.S. Federal Reserve’s decision in 2022 to raise interest rates, and thereby make mortgage financing significantly more expensive, had an adverse effect on the home building market and demand for wood products. Lumber prices fell during 2022 from a high of $1,334 per one thousand board feet to a low of $380 per one thousand board feet. Consistent with our focus on long-term | | | | | 2023 Annual Meeting & Proxy Statement | 37
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shareholder value, we manage our timber assets on a sustainable basis. With that in mind, we do not make short-term management decisions that could negatively affect the long-term value of our timberlands in response to temporarily challenged commodity pricing environments. Likewise, we manage our manufacturing assets so they can operate reliably and profitably even during market downturns, which in turn helps us maintain a dedicated and skilled workforce and ensure a predictable supply of products to our customers.
Our compensation program is designed to reflect the business context in which we operate. It is vitally important that we retain top talent and incentivize our senior leaders to make the right long-term value decisions for our shareholders throughout the business cycle. We accomplish this by combining short- and long-term incentives that are tied to a range of key performance indicators. These include absolute financial performance goals, as well as strategic business metrics that relate to operational excellence, sustainability practices and human capital management. Each year, goals are designed and set to be more challenging than prior-year goals, but at the same time we take into account the market conditions and commodity pricing environments in which our businesses will operate.
Role of the Compensation Committee, Compensation Consultant and Management
The Compensation Committee oversees and administers our executive compensation program. This includes establishing performance goals for our incentive compensation plans, annually examining and approving a peer group of companies used to benchmark compensation and setting the compensation of our NEOs.
Independent Compensation Consultant
FW Cook has been engaged by the Compensation Committee to act as its compensation consultant and to advise the committee in the discharge of its responsibilities relating to our executive and board of directors compensation programs.
The committeeCompensation Committee has sole authority from the board of directors for the appointment, compensation and oversight of FW Cook, which reports directly to the committee. FW Cook provides no services to the company other than these compensation consulting services and has no other direct or indirect business relationships with the company or any of its affiliates. The Compensation Committee has reviewed the independence of FW Cook and has concluded that FW Cook’s engagement and work do not raise a conflict of interest. | | 32 | Weyerhaeuser Company |
TABLE OF CONTENTS Our CEO and Chief Administration Officerchief administration officer each play an important role in the Compensation Committee’s process for determining executive compensation opportunities. For 2022,2023, human resources executives presented to the committee specific compensation recommendations for all executive officers other than the CEO. These recommendations were developed in consultation with the Chief Administration Officerchief administration officer and the CEO and were accompanied by supporting market data generated by FW Cook. The CEO also provided the committee with his general views on compensation matters and on the performance of the executive officers who report to him. Exercising its independent judgment, the committee made final decisions for 20222023 executive compensation opportunities. Decisions related to the CEO’s 20222023 compensation opportunities were made independently by the committee in direct consultation with FW Cook and then were recommended to the board of directors for its approval. The CEO, who was also a director during 2022,2023, did not participate in and was not present for the board’s discussions to review and approve the committee’sCompensation Committee's recommendation regarding his compensation. | | | 38 | Weyerhaeuser Company
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To provide a competitive overall compensation and benefits package that is tied to creating shareholder value and that supports the execution of our business strategies throughout the business cycle, we use a range of compensation components. The combination and the amount of each component are influenced by our compensation goals, market data, the role of the executive in the company and the total value of all the compensation and benefits available to the executive. The following is a summary of our 20222023 executive officer compensation program: Element
| | Objectives and Basis | | | | | Base salary
| | | Provide fixed compensation within the median market range | | | | | Annual cash incentives
| | | Provide annual cash incentive opportunity targeted within the median market range to drive short-term company and business unit performance | | | | | Long-term incentives —
Performance Share Units
| | | Provide long-term incentive opportunity targeted within the median market range to drive company performance and align executive and shareholder interests over a three-year performance period | | | | | Long-term incentives —
Restricted Stock Units
| | | Provide long-term incentive opportunity targeted within the median market range to align executive and shareholder interests and retain top executive talent through long-term equity vesting | | | | | Retirement benefits
| | | Provide retirement benefits within the median market range | | | | | Deferred compensation benefits
| | | Allow executives to defer the receipt of compensation and related income inclusion for income tax purposes | | | | | Medical and other benefits
| | | Provide benefits package within the median market range comprised of benefits offered to all employees | |
Base salary is the principal fixed element of executive compensation. In setting base salaries for executives, our Compensation Committee generally targets base salary to be within the median market range based on data from both the peer group companies previously described and general industry executive surveys for the applicable executive role. We also consider other factors to allow us to meet our objective of attracting and retaining top talent, such as the company’s performance, relative pay among executives, the executive’s individual performance and his or her experience. The Compensation Committee reviews executive salaries annually.
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TABLE OF CONTENTS Following are the base salaries set by the Compensation Committee in February 20222023 for our NEOs other than for Mr. Wold, whose base salary was set by the committee on May 13, 2022, the date of his appointment as Senior Vice President and Chief Financial Officer.NEOs. Changes from 20212022 base salaries for NEOs were made by the committee to maintain competitiveness within the median market range. | | Named Executive Officer
| | | Set for 20222023 | | | | | Devin W. Stockfish
| | | $1,200,0001,300,000 | | | | | David M. Wold
| | | $$ 595,000640,000 | | | | | Russell S. Hagen
| | | $$ 670,000685,000 | | | | | Travis A. Keatley
| | | $$ 600,000630,000 | | | | | Keith J. O’Rear
| | | $$ 670,000690,000 | | | | Nancy S. Loewe
| | | $ 635,000 | |
Short-Term Incentive Plan
Our AIP is an annual cash incentive plan designed to motivate our executive officers to drive strong financial and business unit performance and to provide a clear link between pay and performance.
At the beginning of the year, each AIP participant, including each of our NEOs, was assigned a target bonus opportunity that reflected competitive practices in the market for similar positions. Target bonus opportunities in 20222023 were 150%160 percent of base salary for our CEO and 100%100 percent of base salary for the other NEOs. The maximum potential bonus that may be earned by any executive officer is 200%200 percent of target value. Target opportunity for the CEO AIP was increased by 10 percent from 2022 to maintain competitiveness within the median market range. Funding is calculated using financial performance metrics and controllable business metrics for each of the company’s three business segments, with the financial performance metrics weighted 60%60 percent and the controllable business metrics weighted 40%.40 percent. Controllable business metrics performance goals for 20222023 are discussed in more detail on page 42.36. Metrics in each category are discrete, measurable and rigorous and provide employees with a clear view of how business and individual performance affectsperformances affect compensation. Funding based on the financial performance and controllable business metrics ranges from 0%0 percent to 200%200 percent of target. The Compensation Committee maintains and has in the past exercised negative discretion to lowermodify AIP awards notwithstanding actual performance goal achievement in appropriate circumstances.
Financial Performance Metrics (60%)
Financial performance metrics are established by the Compensation Committee at the beginning of each plan year and are not subject to adjustment by management. The committee determines the level of financial performance necessary for funding the threshold, target and maximum levels, which represent funding at 20%, 100%20 percent, 100 percent and 200%200 percent of target levels, respectively. If the applicable performance goal is below the threshold, the funding level for this portion of the AIP is 0%.0 percent. Targets for the AIP’s financial performance metrics are established based on a variety of factors: The near-term outlook, prior year performance and competitive position influence the performance goal set for target funding for the Timberlands and the Real Estate, Energy & Natural Resources businesses; The cost of capital and competitive position influence the performance goal set for target funding for the Wood Products business; and Internal benchmarks of outstanding performance influence the performance goal set for maximum funding.
● | | The near-term outlook, prior year performance and competitive position influence the performance goal set for target funding for the Timberlands and the Real Estate, Energy & Natural Resources businesses;
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● | | The cost of capital and competitive position influence the performance goal set for target funding for the Wood Products business; and
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● | | Internal benchmarks of outstanding performance influence the performance goal set for maximum funding.
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TABLE OF CONTENTS For 20222023 financial performance metrics, the Compensation Committee set Adjusted EBITDA targets for each of the Timberlands and Real Estate, Energy & Natural Resources businesses and a Return on Net Assets (RONA) target (RONA) for the Wood Products business. TheAs discussed on page 31, in setting AIP targets we consider, among other factors, current and expected conditions in the commodity markets in which we compete. For the 2023 AIP, the financial performance metrics for Timberlands were reduced from those in 2022 primarily because of a lower Adjusted EBITDA targetbudget for our Western Timberlands operations. The budget decrease was driven primarily by decreases in domestic market prices for logs in the Timberlandswest and lower pricing for Japanese log exports, along with higher harvest and transportation costs reflecting increased inflationary pressures.The following table lists the financial performance metrics by business was increased in 2022 from 2021 primarily due to favorable market conditions, and the RONA targetsegment for the Wood Products business was increased in 2022 from 2021 due to improved operational performance. The 2023: | | Timberlands | | | Adjusted EBITDA | | | $442 million | | | $631 million | | | $785 million | | | | Real Estate, Energy & Natural Resources(1) | | | Adjusted EBITDA | | | $275 million | | | $300 million | | | $325 million | | | | Wood Products | | | RONA | | | 15% | | | 30% | | | 50% | |
(1)
| Segment Adjusted EBITDA target of $300 million includes a Natural Climate Solutions (NCS) Adjusted EBITDA target of $50 million to support the strategic growth plan for the NCS business. Financial performance for the year is based on the result of both segment and NCS Adjusted EBITDA, weighted 75 percent and 25 percent, respectively. |
Adjusted EBITDA target for the Real Estate, Energy and Natural Resources business increased in 2022 from 2021 to reflect future growth expectations from the segment. | | | | | | | | | | | | | | | | | | | | | | | | | Metric | | |
| Threshold
(20% of Target Funding) |
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| Target
(100% of Target Funding) |
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| Maximum
(200% of Target Funding) |
| | | | | | Timberlands | | | Adjusted EBITDA | | | | $508 million | | | | $725 million | | | | $906 million | | | | | | | Real Estate, Energy & Natural Resources | | | Adjusted EBITDA | | | | $275 million | | | | $300 million | | | | $325 million | | Wood Products | | | RONA | | | | 15% | | | | 30% | | | | 50% | |
Adjusted EBITDA. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold and special items. We use this as the principal performance measure for the Timberlands and Real Estate, Energy & Natural Resources segments because it is a well understoodwell-understood measure of how well these businesses are generating cash and is a financial performance metric that is important to our shareholders. Adjusted EBITDA also aligns our cash incentive compensation program with how the company evaluates and reports its performance to shareholders and reflects the way senior management manages the company.
RONA . We define Return on Net Assets, or “RONA”, as earnings before interest and taxes, or “EBIT”, divided by average net assets, which is total assets for Wood Products less cash and cash equivalents and current liabilities. We use RONA as the principal performance measure for our Wood Products business because of its strong link over time to total shareholder return in the basic materials sector and for Weyerhaeuser. The use of this measure is intended to focus participants on generating profitability, both through increasing revenues and controlling costs. This measure also reinforces the importance of making disciplined capital investments that will improve the company’s overall returns.
Controllable Business Metrics (40%)
The remainder of the AIP funding determination is based on the performance of each business against certain controllable business metrics approved in advance by the Compensation Committee. Each year the committee sets a threshold, target and maximum level for the controllable business metrics portion of the total AIP award. The controllable business metrics include rigorous and pre-setpreset quantitative and qualitative goals for operational excellence, sustainability and human capital management goals that are both detailed and measurable. Operational excellence goals include performance against achievement of the company’s objectives in areas such as financial and competitive performance, cost competitiveness and performance against strategic goals and priorities. Sustainability goals include sustainable forestry certification, for our Timberlands business, greenhouse gas reduction targets, for our Wood Products manufacturing facilities, and carbon mitigation market goals involving carbon capture and storage and carbon offset transactions for our Real Estate, Energy and Natural Resources segment.credit transactions. Human capital management goals vary for each of our businesses and the conditions in which they operate; and they are designed to ensure that each business has a deep base of ready-now“ready-now” succession candidates and include measured progress against individual development plans for critical role placement in the organization. | | | | | 20232024 Annual Meeting & Proxy Statement | 4135
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TABLE OF CONTENTS Following is a description of the operational excellence, sustainability and human capital management goals that comprised the controllable business metrics portion of our 20222023 AIP. Results are presented for each business segment. | | | | 4236 | Weyerhaeuser Company
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TABLE OF CONTENTS After the end of each plan year, the Compensation Committee approves the funding for the AIP based on the performance of each business against its pre-determinedpredetermined financial performance metrics and controllable business metrics. The bonus opportunities for executive officers are first multiplied by the level of funding achieved (e.g., 50%50 percent funding would reduce an officer’s target opportunity by half). Funded awards may be adjusted up or down based on each officer’s individual performance rating against his or her pre-establishedpreestablished performance goals, based on a qualitative and quantitative assessment of performance and other individual performance criteria. In general, an executive officer will earn an annual incentive award at or near his or her funding-adjusted target level. However, the committee always retains discretion to adjust awards downward in extraordinary circumstances, as it has done in the past.
Individual AIP awards are calculated as follows: 
The CEOchief executive officer and corporate function employees, including the Chief Financial Officer,chief financial officer, receive annual bonuses based on a weighting of earned funding of the AIP for the business segments — 40%40 percent for Timberlands, 20%20 percent for Real Estate, Energy & Natural Resources and 40%40 percent for Wood Products — modified by the performance of the individual employee against his or her performance goals. This funding mechanism is designed to align the CEOchief executive officer and CFOchief financial officer with the goals, priorities and success of all of our businesses, in which they each play a critical role.
For 2022,2023, AIP funding multiples were as follows: | | | | | | | | | | | | | | | | | | | | FINANCIAL PERFORMANCE
METRICS | | | | CONTROLLABLE BUSINESS
METRICS | | | | | | | | | | | Business
(Financial Measure) | | 2022
Financial Results | | | Funding
Multiple (A) | | | | 2022
Business Metrics Results | | Funding
Multiple (B) | | 2022 Total Business Funding Multiple (A+B) | | Timberlands | | $ | 784 million | (1) | | 0.80 | | | | Achieves | | 0.54 | | | 1.34 | | Real Estate, Energy & Natural Resources | | $ | 329 million | (1) | | 1.20 | | | | High Achieves | | 0.70 | | | 1.90 | | Wood Products | | | 97% | (2) | | 1.20 | | | | Low Achieves | | 0.31 | | | 1.51 | | Corporate Funding (3) | | | N/A | | | 1.04 | | | | N/A | | 0.48 | | | 1.52 | |
| | Timberlands | | | $646 million(1) | | | 0.66 | | | Achieves | | | 0.48 | | | 1.14 | | | | Real Estate, Energy
& Natural Resources | | | $320 million(2) | | | 0.92 | | | Achieves | | | 0.44 | | | 1.36 | | | | Wood Products | | | 26.3%(3) | | | 0.48 | | | Low Achieves | | | 0.30 | | | 0.78 | | | | Corporate Funding(4) | | | N/A | | | 0.64 | | | N/A | | | 0.40 | | | 1.04 | |
(1)
| Reflects segment Adjusted EBITDA.
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(2)
| Reflects segment Adjusted EBITDA, which includes NCS Adjusted EBITDA of $47 million. Financial results and funding multiple are based on a 75 percent weighting of segment Adjusted EBITDA and a 25 percent weighting of NCS Adjusted EBITDA. |
(3)
| Reflects segment RONA. |
(3)(4)
| Corporate Fundingfunding is based on combined segment performance weighted 40%40 percent Timberlands, 20%20 percent Real Estate, Energy & Natural Resources, and 40%40 percent Wood Products.
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TABLE OF CONTENTS AIP bonus targets and actual payout amounts for our NEOs in 2022 were: | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Target Bonus (% of Base Salary) | | | Target Bonus Amount ($) | | | Business Funding Multiple | | | 2022 Bonus Earned ($) | | | 2022 Bonus Earned (% of Target) | | Devin W. Stockfish Corporate | | | 150% | | | | $1,800,000 | | | | 1.52 | | | | $2,900,000 | | | | 161% | | David M. Wold (1) Corporate | | | 71% | | | | $ 423,000 | | | | 1.52 | | | | $ 650,000 | | | | 154% | | Russell S. Hagen Real Estate, Energy & Natural Resources | | | 100% | | | | $ 670,000 | | | | 1.90 | | | | $1,280,000 | | | | 191% | | Travis A. Keatley Timberlands | | | 100% | | | | $ 600,000 | | | | 1.34 | | | | $ 810,000 | | | | 135% | | Keith J. O’Rear Wood Products | | | 100% | | | | $ 670,000 | | | | 1.51 | | | | $1,020,000 | | | | 152% | | Nancy S. Loewe (2) | | | 37% | | | | $ 238,000 | | | | 1.52 | | | | $ 362,000 | | | | 152% | |
(1) | The target bonus amount for Mr. Wold was prorated between time spent in his role as Chief Accounting Officer and a partial year of service as Senior Vice President and Chief Financial Officer based on the date of his appointment to this position.
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(2) | The target bonus amount for Ms. Loewe was prorated for a partial year of service, based on her termination date.
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2023 were as follows: | | Devin W. Stockfish
Corporate | | | 160% | | | $2,080,000 | | | 1.04 | | | $2,163,200 | | | ($162,200) | | | $2,001,000 | | | 96% | | | | David M. Wold
Corporate | | | 100% | | | $640,000 | | | 1.04 | | | $665,600 | | | ($33,600) | | | $632,000 | | | 99% | | | | Russell S. Hagen
Real Estate, Energy & Natural Resources | | | 100% | | | $685,000 | | | 1.36 | | | $931,600 | | | ($46,600) | | | $885,000 | | | 129% | | | | Travis A. Keatley
Timberlands | | | 100% | | | $630,000 | | | 1.14 | | | $718,200 | | | ($36,200) | | | $682,000 | | | 108% | | | | Keith J. O’Rear
Wood Products | | | 100% | | | $690,000 | | | 0.78 | | | $538,200 | | | ($27,200) | | | $511,000 | | | 74% | |
The earned AIP bonusbonuses for each of Messrs. Stockfish, Wold, Hagen and Keatley and O’Rear, and for Ms. Loewe, waswere above target because the business funding multiplemultiples applicable to their respective AIP opportunities exceeded target. The 2022 business funding multiple for Mr. Hagen was 1.90 based on the performance of the Real Estate, Energy & Natural Resources segment. The 2022 business funding multiple for Mr. Keatley was 1.34 based on the performance of the Timberlands segment. The 2022 business funding multipleearned AIP bonus for Mr. O’Rear was 1.51 based on78 percent of target because the performance of the Wood Products segment. The 2022business funding multiple for each of Messrs. Stockfish and Wold and for Ms. Loeweapplicable to his AIP opportunity was 1.52 based on the weighted combined performance of the Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments. The committee further enhanced the funding multiple forbelow target. Mr. Stockfish basedrequested that the Compensation Committee reduce the AIP bonuses paid to executive officers to reflect two safety incidents that resulted in employee fatalities in 2023. Based on his exceptional leadership ofthis recommendation, the company in drivingCompensation Committee reduced the organization forward through a year challengedAIP payouts for the chief executive officer by volatile market conditions7.5 percent and supply chain challenges and ensuring its success in executing strategic goals in 2022.by 5 percent for all other NEOs. Long-Term Incentive Compensation
Each year the Compensation Committee sets target long-term incentive award opportunities for each of the company’s executives, including our NEOs. Target award opportunities are aligned with the median range of peer companies, reflecting the company’s desire to have a greater proportion of pay tied to performance and long-term shareholder value. Grants of long-term incentives are not guaranteed. Participants do not receive an equity grant if performance against their performance goals does not meet minimum standards. The Compensation Committee also considers competitive market conditions, expected future contributions to the company and retention concerns in determining the final grants to executive officers.
Our current long-term incentive program is comprised ofcomprises two types of awards: ● | | PSU awards measure performance over a three-year performance period that begins on the grant date and ends at the end of the third fiscal year thereafter based on our total shareholder return relative to that of an industry peer group of companies that compete with one or more of our business units.
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● | | RSU awards, which vest over a four-year period and accrue additional dividend equivalent units as we pay dividends to our shareholders, strongly align the interests of our senior executives and our shareholders.
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PSU awards, which measure performance over a three-year performance period based on our total shareholder return relative to that of an industry peer group and are settled in shares of our common stock.
RSU awards, which vest ratably over a four-year period and are settled in shares of our common stock. Our long-term incentive awards effectively align the interests of our senior executives and our shareholders by rewarding stock price appreciation and cash returns to our shareholders. Each award type accrues additional dividend equivalent units as we pay dividends to our shareholders, and these dividend equivalent units are subject to the same performance and vesting conditions that apply to the underlying award. We make our annual long-term incentive grants to employees in February of each year at the regular meeting of the Compensation Committee, which typically is within two weeks after the company publicly releases earnings. For executive officers who are hired or promoted during the year, the Compensation Committee considers compensation levels in connection with the board’s appointment of the executive and may approve equity grants for the executive that are effective upon the later of (i) the officer’s start date or the effective date of the promotion or (ii) the date the grant is approved by the Compensation Committee.The Compensation Committee’s February meeting date was the effective grant date for the 20222023 annual equity grants to the NEOs other than Mr. Stockfish and Mr. Wold.Stockfish. Equity grants to Mr. Stockfish were made on the day following the Compensation Committee meeting at the meeting of the full board. AdditionalBeginning in 2024, the Compensation Committee’s annual equity grants to Mr. Wold were madeall NEOs are effective on May 16, 2022, after he began his role as Senior Vice President and Chief Financial Officer.the date of the full board meeting, which normally occurs on the day immediately following the date of the committee meeting. | | 38 | Weyerhaeuser Company |
TABLE OF CONTENTS Total Long-Term Incentive Compensation Grants
The Compensation Committee established a target level of long-term incentives for each NEO relative to the median of competitive market long-term incentive levels. For 2022,2023, the target long-term incentive values for the NEOs were:were as follows: | | Named Executive Officer
| | 2022
| 2023 Target
Incentive Value(1) | | | | | Devin W. Stockfish
| | | $$8,600,000 9,500,000 | | | | | David M. Wold(2)
| | | $1,164,500 1,975,000 | | | | | Russell S. Hagen
| | | $$1,975,000 2,100,000 | | | | | Travis A. Keatley
| | | $1,850,000 1,975,000 | | | | | Keith J. O’Rear
| | $1,975,000 | | | | $Nancy S. Loewe2,100,000 | | $1,850,000 |
(1)
| These amounts reflect the approved target value of long-term incentive compensation granted to each NEO in 2022.2023. The actual grant-dategrant date fair values of these grants, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, are shown in the “SummarySummary Compensation Table”Table on page 5042 and the “GrantsGrants of Plan-Based Awards”Awards for 2022 2023 table on page 52.44.
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(2) | Mr. Wold was granted $272,000 in target value at the time of the annual grants made in February 2022 in connection with his role as Chief Accounting Officer and was granted an additional $892,500 in target value on May 16, 2022 in connection with his appointment to the position of Senior Vice President and Chief Financial Officer.
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For 2022, 60%2023, 60 percent of the target value of the long-term incentive awards werewas granted in the form of PSUs and 40%40 percent of the value of the long-term incentive awards werewas granted in the form of RSUs. | | | | | | PERFORMANCE SHARE UNITS
60%
| | RESTRICTED STOCK UNITS
40%
| ● Tied to achievement of long-term performance
● Alignment with shareholders
● Facilitates share ownership
● Strong retention vehicle
| | Shares earned will range from 0% to 150% of the target number of PSUs based on the company’s three-year TSR performance relative to a designated industry peer group.
| | ● Alignment with shareholders
● Facilitates share ownership
● Strong retention vehicle
|
| | | | | 2023 Annual Meeting & Proxy Statement | 45
|
Performance Share Unit Awards
PSUs are designed to align pay and long-term performance, a key objective of our compensation program. We grant PSUs to executive officers to incentivize production of superior long-term shareholder returns through achievement of long-term operational and strategic business goals. A target number of PSUs were granted to the NEOs in 2022,2023, as shown in the following table: | | Named Executive Officer
| | | Performance Share Units | | | | |
| 106,994
149,179 |
| | | |
| 14,429
30,712 |
| | | |
| 24,419
32,656 |
| | | |
| 22,874
30,712 |
| | | |
| 24,419
32,656 |
| Nancy S. Loewe (2)
| |
| 22,874
|
|
(1) | Mr. Wold was granted 2,242 PSUs at the time of the annual grants made in February 2022 in connection with his role as Chief Accounting Officer and was granted an additional 12,187 PSUs on May 16, 2022 in connection with his appointment to the position of Senior Vice President and Chief Financial Officer.
|
(2) | PSU awards granted to Ms. Loewe were forfeited when her employment with the company terminated on May 13, 2022.
|
For the 2022-2024 PSUs,2023 PSU awards, relative TSR will be evaluated versus an industry peer group over a three-year performance period that began on the grant date and will conclude on December 31, 2025. The industry peer group is comprised of 2927 companies 27 of which currently remain publicly-traded, that compete with one or more of our business units, including timberland REITs, forest products companies and wood products distribution companies. The committee chose these companies because they accurately represent our peers and competition across all of our business groups and thus align well with how our performance should be measured on a relative basis. The actual number of PSUs earned will range from 0%0 percent to 150%150 percent of the target number of PSUs granted based on the company’s performance against the peer group over a three-year performance period. In the event of negative absolute company TSR performance, the maximum number of PSUs that may be earned is 100%100 percent of target, regardless of relative performance against the comparator group. Earned awards will vest on March 1, 2025, except for Mr. Wold’s additional grant on May 16, 2022 in connection with his appointment as Chief Financial Officer, which will vest on May 16, 2025.2026. Dividends paid on the company’s common stock during the period when PSUs are outstanding are credited as dividend equivalents that are reinvested in additional PSUs, which are only settled in additional shares to the same extent as the underlying PSU is earned.
2024 Annual Meeting & Proxy Statement | 39
| |
TABLE OF CONTENTS Payout percentages at various levels of relative TSR performance for the 20222023 PSUs are illustrated in the table below: | | TSR Percentile Rank Against
Peer Group (100% Weighting)
| | | Target Awards(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
| Payout percentages for performance above threshold (TSR performance above the 25th percentile) will be linearly interpolated between percentiles.
|
2020-20222021—2023 PSU Performance
The three-year performance period for the 20202021 PSU Awardaward concluded on December 31, 2022.2023. Performance goals for these PSUs were based on our TSR relative to an industry peer group of 27 companies that remained publicly-tradedpublicly traded for the full three-year performance period. Over the performance period, the Company’scompany’s TSR ranked at the 33rd50.4th percentile, which resulted in 66.4%100.8 percent of target PSU units being earned by our NEOs. | | | 46 | Weyerhaeuser Company
| | |
Restricted Stock Unit Awards
The company grants RSU awards to align the interests of executive officers with those of our shareholders by creating a strong incentive to create and preserve long-term shareholder value. Through RSUs, executive officers, like our shareholders, share both the risks and rewards of stock ownership. In addition, RSUs reward total shareholder return, whether delivered through share price appreciation or dividends. The company believes this is appropriate since, as a REIT, we have dividend distribution requirements that lead to a significant portion of our total shareholder return being delivered through dividends. Through multi-yearmultiyear vesting, the RSU grants also serve as a strong retention vehicle. Beginning with the 2022 annual RSU grant cycle, RSUs vest ratably over four years, with 25%25 percent vesting on March 1 st of each year beginning with the year following the year the grant is made. RSU grants made outside of the annual grant cycle such as Mr. Wold’s additional grant on May 16, 2022 made in connection with his appointment as Chief Financial Officer, vest each year on the anniversary date of the grant. During the vesting period, unvested RSU awards are credited with dividend equivalents,equivalent units, which are subject to the same vesting and release scheduleschedules as the original RSUunderlying awards.
In 2022,2023, the following RSU awards were granted to the NEOs: | | Named Executive Officer
| | | Restricted Stock
Units | | | | | 82,100
| 112,977 | | | | | 13,221
| 23,259 | | | | | 18,738
| 24,731 | | | | | 17,552
| 23,259 | | | | | 18,738
| Nancy S. Loewe (2)
| 24,731 | 17,552
|
(1) | Mr. Wold was granted 3,870 RSUs at the time of the annual RSU grants in February 2022 in connection with his role as Chief Accounting Officer and was granted an additional 9,351 RSUs on May 16, 2022, in connection with his appointment to the position of Senior Vice President and Chief Financial Officer.
|
(2) | RSU awards granted to Ms. Loewe were forfeited when her employment with the company terminated on May 13, 2022.
|
Other Compensation and Benefits
All U.S. salaried employees, including executive officers, are eligible for: A tax-qualified defined benefit pension plan, if hired before January 1, 2014; A nonelective employer contribution, currently 5 percent of eligible pay, in a tax-qualified defined contribution 401(k) or savings plan, if hired on or after January 1, 2014; A tax-qualified defined contribution 401(k) or savings plan, currently with an employer-matching contribution of 50 percent for the first 6 percent of eligible pay (as defined by the IRS) contributed by the employee; Health, dental and life insurance coverage; Disability insurance; Paid time off; and Paid holidays.
● | | A tax-qualified defined benefit pension plan, if hired before January 1, 2014;
40 | Weyerhaeuser Company |
TABLE OF CONTENTS ● | | A non-elective employer contribution, currently 5% of eligible pay, in a tax-qualified defined contribution 401(k) or savings plan, if hired on or after January 1, 2014;
|
● | | A tax-qualified defined contribution 401(k) or savings plan, currently with an employer matching contribution of 50% for the first 6% of eligible pay (as defined by the IRS) contributed by the employee;
|
● | | Health, dental and life insurance coverage;
|
These rewards are designed to be competitive with overall market practices and are in place to attract and retain top talent. In addition, executive officers may be eligible to: ● | | Participate in a non-qualified supplemental retirement plan (if hired before January 1, 2014) or a supplemental defined contribution retirement plan (if hired on or after January 1, 2014);
|
● | | Participate in a deferred compensation plan; and
|
● | | Receive other limited benefits.
|
| | | | | 2023 Annual Meeting & Proxy Statement | 47
|
Participate in a nonqualified supplemental retirement plan (if hired before January 1, 2014) or a supplemental defined contribution retirement plan (if hired on or after January 1, 2014);
Participate in a deferred compensation plan; and Receive other limited benefits. Supplemental Retirement Plan and Supplemental Defined Contribution Plan
Executive officers in the U.S. are eligible to participate in the Supplemental Retirement Plan if hired before January 1, 2014. The Supplemental Retirement Plan provides benefits that are not available under the Weyerhaeuser Pension Plan due to compensation limits imposed by the IRC. We provided the Supplemental Retirement Plan to our executives because it was a competitive practice within the basic materials industry. Supplemental Retirement Plan benefits are paid from the general funds of the company. Consistent with general market practices, benefits under the Supplemental Retirement Plan are determined by a formula based on compensation paid in the five consecutive years when the executive officer was paid the highest total compensation (generally, base salary plus annual incentive up to 1x base salary) during the 10 calendar years before retirement. Details of the Supplemental Retirement Plan benefits and the amounts accrued to each NEO can be found in Pension Benefits on page 55.46. Executives hired on or after January 1, 2014, are eligible to participate in the Weyerhaeuser Supplemental Defined Contribution Plan (“Supplemental DC Plan”). The Supplemental DC Plan is intended to be a replacement plan for participants who are not eligible to receive a benefit under the Pension Plan or the Supplemental Retirement Plan. The Supplemental DC Plan provides for non-electivenonelective employer contributions equal to 5%5 percent of bonus pay plus the amount that would otherwise be provided under the tax-qualified defined contribution 401(k) plan if deferred compensation were included in the definition of pay and without regard to the compensation limits imposed by the IRC.
Executive officers also are eligible to participate in a deferred compensation plan. The deferred compensation plan provides the opportunity to defer up to 50%50 percent of base salary and up to 100%100 percent of cash bonuses into an interest-bearing account for payment at a future date or into a deferred compensation plan account denominated in Weyerhaeuser common stock equivalent units. This plan is provided to be competitive in the market for top executive talent and to provide executives with tax planningtax-planning flexibility at a nominal cost to the company. Year-end account balances can be found in the Non-QualifiedNonqualified Deferred Compensation table on page 57.48. Other Limited Benefits There are
The company provides annual executive health screenings and limited relocation benefits, as well as occasional security services on an as-needed basis. We provide no significant additional benefits other than limited relocationmaterial benefits. We do not provide executive perquisites such as vehicles for personal use or personal travel for executives on company aircraft.
Other Factors Affecting Compensation
Change of Control Agreements
The company entered into newhas change of control agreements with each of its executive officers in August 2022 to replace the prior agreements that were set to expire by their terms.officers. Under these agreements, the executive receives cash severance benefits upon the executive’s involuntary termination of employment by the company without cause (as defined) or resignation for good reason (as defined), in each case, within 24 months following a change of control of the company. The benefit is not payable in the event of the applicable executive’s termination for cause, a resignation by the executive for any reason other than for “good reason”,good reason, or the executive’s mandatory retirement, death or disability. Benefit payments are subject to the company’s clawbackcompensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s severance agreement. The new agreements do not provide for payment of any “golden parachute” excise taxes, and all benefits are subject to a “double-trigger”“double trigger” (i.e., a change of control plus qualifying termination of employment). Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements, which also require a “double-trigger”“double trigger” (i.e., a change of control plus qualifying termination of employment or a decision by the successor entity not to continue the outstanding awards).
The Compensation Committee believes that change of control policies are an important element of the executive compensation program, support shareholder value creation and are necessary to attract and retain top senior talent in a competitive market. The change of control agreements are intended to ensure that management can fairly consider potential change of control transactions that could result in loss of their jobs. Change of control benefits — cash severance2024 Annual Meeting & Proxy Statement | 41
| | | 48 | Weyerhaeuser Company
| | |
severance TABLE OF CONTENTS
payments and accelerated vesting and payout of equity grants — are intended to enable executive officers to have a balanced perspective in making overall business decisions and to be competitive within overall market practices. See the description of the change of control benefits, the specific factors that would trigger payment and the amounts that can be received in connection with a change of control in Potential Payments Upon Termination Paymentsor Change of Control — Change of Controlbeginning on page 58.49. The company also entered into newhas severance agreements with each of its executive officers in August 2022 to replace the prior agreements that were set to expire by their terms.officers. Under these agreements, the executive receives severance benefits upon their termination of service with the company unless the termination is for cause (as defined), is a result of the company’s mandatory retirement policy, is because of the death or disability of the executive or is because the executive leaves or retires voluntarily. Benefit payments are subject to the company’s clawbackcompensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s change of control agreement. Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements. The severance benefit amounts under the new severance agreements are unchanged from the benefits provided under the previous severance agreements.
The Compensation Committee believes that these severance policies are an important component of the executive compensation program and are necessary to attract and retain top senior talent in a competitive market. See the description of the severance benefits and the specific amounts that executive officers would receive as severance payments in Potential Payments Upon Termination Paymentsor Change of Control — Severance beginning on page 59. | | | | | 2023 Annual Meeting & Proxy Statement | 49
|
50.
The following tables set forth information regarding 20222023 compensation for each of our 20222023 NEOs. Compensation for 2022 and 2021 and 2020 is also presented for the executive officers who were NEOs in 20212022 and 2020.2021. The Summary Compensation Table and the Grants of Plan-Based Awards for 20222023 table should be reviewed together for a more complete presentation of both the annual and long-term incentive compensation elements of our compensation program.
Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary (1) ($) | | | Bonus (2) ($) | | | Stock Awards (3) ($) | | | Non-Equity Incentive Plan
Compensation (4) ($) | | | Change in Pension Value and
Non-Qualified Deferred
Compensation Earnings (5) ($) | | | All Other
Compensation (6) ($) | | | Total ($) | | Devin W. Stockfish President and Chief Executive Officer | |
| 2022
2021 2020 |
| |
| 1,186,539
1,137,500 959,885 |
| |
| —
— — |
| |
| 8,765,081
7,857,107 6,942,865 |
| |
| 2,900,000
3,386,000 2,640,000 |
| |
| 0
326,224 581,691 |
| |
| 117,686
8,700 34,628 |
| |
| 12,969,306
12,715,531 11,159,069 |
| David M. Wold Senior Vice President and Chief Financial Officer | | | 2022 | | | | 493,642 | | | | — | | | | 1,238,265 | | | | 650,000 | | | | 0 | | | | 9,150 | | | | 2,391,057 | | Russell S. Hagen Senior Vice President and Chief Development Officer | |
| 2022
2021 2020 |
| |
| 665,962
647,500 611,298 |
| |
| —
— — |
| |
| 2,005,328
1,954,188 1,848,429 |
| |
| 1,280,000
1,230,000 1,000,000 |
| |
| 0
0 523,988 |
| |
| 103,948
91,075 68,365 |
| |
| 4,055,238
3,922,763 4,052,080 |
| Travis A. Keatley Senior Vice President, Timberlands | | | 2022 | | | | 597,308 | | | | — | | | | 1,878,431 | | | | 810,000 | | | | 0 | | | | 147,030 | | | | 3,432,769 | | Keith J. O’Rear Senior Vice President, Wood Products | |
| 2022
2021 2020 |
| |
| 665,962
646,250 597,685 |
| |
| —
— — |
| |
| 2,005,328
1,904,732 1,823,441 |
| |
| 1,020,000
1,240,000 1,178,000 |
| |
| 43,236
1,470,232 1,793,886 |
| |
| 9,150
8,700 8,550 |
| |
| 3,743,676
5,269,914 5,401,562 |
| Nancy S. Loewe Former Senior Vice President and Chief Financial Officer | |
| 2022
2021 |
| |
| 241,538
504,808 |
| |
| —
300,000 |
| |
| 1,878,431
1,827,940 |
| |
| —
910,000 |
| | | — | | |
| 2,559,992
167,371 |
| |
| 4,679,961
3,710,119 |
|
| | Devin W. Stockfish
President and Chief
Executive Officer | | | 2023
2022
2021 | | | 1,275,000
1,186,539
1,137,500 | | | 9,406,128
8,765,081
7,857,107 | | | 2,001,000
2,900,000
3,386,000 | | | 330,403
0
326,224 | | | 9,900
117,686
8,700 | | | 13,022,431
12,969,306
12,715,531 | | | | David M. Wold
Senior Vice President
and Chief Financial
Officer | | | 2023
2022 | | | 628,750
493,642 | | | 1,944,149
1,238,265 | | | 632,000
650,000 | | | 115,388
0 | | | 9,900
9,150 | | | 3,330,187
2,391,057 | | | | Russell S. Hagen
Senior Vice President
and Chief Development
Officer | | | 2023
2022
2021 | | | 681,250
665,962
647,500 | | | 2,067,201
2,005,328
1,954,188 | | | 885,000
1,280,000
1,230,000 | | | 0
0
0 | | | 107,963
103,948
91,075 | | | 3,741,414
4,055,238
3,922,763 | | | | Travis A. Keatley
Senior Vice President,
Timberlands | | | 2023
2022 | | | 622,500
597,308 | | | 1,944,149
1,878,431 | | | 682,000
810,000 | | | 357,857
0 | | | 121,352
147,030 | | | 3,727,858
3,432,769 | | | | Keith J. O’Rear
Senior Vice President,
Wood Products | | | 2023
2022
2021 | | | 685,000
665,962
646,250 | | | 2,067,201
2,005,328
1,904,732 | | | 511,000
1,020,000
1,240,000 | | | 1,152,783
43,236
1,470,232 | | | 9,900
9,150
8,700 | | | 4,425,884
3,743,676
5,269,914 | |
(1)
| Amounts reflect the dollar amount of base salary paid in cash in the fiscal year. Additional information is provided in “Base Salary” Base Salary on page 39.33. |
(2) | Amount reflects a one-time cash payment paid to Ms. Loewe in 2021 upon assuming her role as Senior Vice President and Chief Financial Officer as compensation for the loss of unvested equity with her then-current employer.
42 | Weyerhaeuser Company |
TABLE OF CONTENTS (3)(2)
| Amounts reflect the grant date fair value of RSU and PSU awards granted under the company’s long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding 20222023 stock awards can be found in the table “GrantsGrants of Plan-Based Awards for 2022”.2023 table. Details regarding outstanding stock awards can be found in the table “OutstandingOutstanding Equity Awards at 20222023 Fiscal Year End”.End table. For more information regarding these awards and the calculation of their fair value, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, Part II, Item 8, Notes to Consolidated Financial Statements—Note 1615 Share-Based Compensation. Assuming the highest level of performance is achieved (which would result in the vesting of 150%150 percent of the PSUs granted), the aggregate grant date fair value of PSUs set forth in the “Stock Awards” column above would be: Mr. Stockfish: $7,987,637;$8,409,220; Mr. Wold: $1,077,197;$1,731,235; Mr. Hagen: $1,823,000;$1,840,819; Mr. Keatley: $1,707,658;$1,731,235; and Mr. O’Rear: $1,823,000. Stock awards granted to Ms. Loewe were forfeited when her employment with the company terminated on May 13, 2022.$1,840,819.
|
(4)(3)
| Amounts represent the annual cash incentive awards earned under the company’s AIP, based on the company’s2023 performance and the performance of the company’s businesses and individual NEOs against pre-setpreset performance goals. These performance goals are described in “CompensationCompensation Discussion and Analysis — Compensation Program Design — Compensation Components — Short-Term Incentive Plan”Plan beginning on page 40.34.
|
(5)(4)
| Amounts represent annual changes in the actuarial present value of accumulated pension benefits. In accordance with SEC rules, negative changes in the actuarial present value of accumulated benefits are reported in the table as $0. For 2022,2023, the present value of pension benefits changed from the prior year for Mr. Stockfish by a negative $392,347, Mr. Wold by a negative $84,581, Mr. Hagen by a negative $850,546, and Mr. Keatley by a negative $300,596. For 2021, the present value of Mr. Hagen’s benefit changed from the prior year by a negative $111,306.$6,510.
|
(6)(5)
| Amounts under “All Other Compensation” for each of the NEOs are described in the following table.table:
|
50 | Weyerhaeuser Company
| Devin W. Stockfish | | | 2023
2022
2021 | | | 9,900
9,150
8,700 | | | —
108,536
— | | | 9,900
117,686
8,700 | | | | David M. Wold | | | 2023
2022 | | | 9,900
9,150 | | | —
— | | | 9,900
9,150 | | | | Russell S. Hagen | | | 2023
2022
2021 | | | 107,963
103,948
91,075 | | | —
—
— | | | 107,963
103,948
91,075 | | | | Travis A. Keatley | | | 2023
2022 | | | 9,900
9,150 | | | 111,452
137,880 | | | 121,352
147,030 | | | | Keith J. O’Rear | | | 2023
2022
2021 | | | 9,900
9,150
8,700 | | | —
—
— | | | 9,900
9,150
8,700 | |
Summary Compensation Table — “All Other” Compensation
| | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | Company Contribution to
Defined Contribution Plan ($) | | | Other ($) | | | Total ($) | | Devin W. Stockfish | |
| 2022
2021 2020 |
| |
| 9,150
8,700 8,550 |
| |
| 108,536
— 26,078 | (1)
| |
| 117,686
8,700 34,628 |
| David M. Wold | | | 2022 | | | | 9,150 | | | | — | | | | 9,150 | | Russell S. Hagen | |
| 2022
2021 2020 |
| |
| 103,948
91,075 68,365 | (2)
| |
| —
— 7,072 |
| |
| 103,948
91,075 68,365 |
| Travis A. Keatley | | | 2022 | | | | 9,150 | | | | 137,880 | (1) | | | 147,030 | | Keith J. O’Rear | |
| 2022
2021 2020 |
| |
| 9,150
8,700 8,550 |
| |
| —
— — |
| |
| 9,150
8,700 8,550 |
| Nancy S. Loewe | |
| 2022
2021 |
| |
| 63,982
27,931 | (2)
| |
| 2,496,010
139,440 | (3)
| |
| 2,559,992
167,371 |
|
(1)(a)
| For Mr. Stockfish, amount includes $108,536Amounts for security services in 2022. For Mr. Keatley, amount includes $95,906 for security services and $41,974 in relocation expenses in 2022.
|
(2) | all NEOs represent matching contributions to the company’s 401(k) plan. For Mr. Hagen, the 2023 amount includescomprises a non-electivenonelective company contribution of $15,250 and$16,500, a matching contribution of $9,150$9,900 to the 401(k) plan and a non-electivenonelective company contribution of $79,548 to the Supplemental DC Plan. For Ms. Loewe, amount includes non-elective company contribution of $12,077 and matching contribution of $6,405 to the 401(k) plan and a non-elective company contribution of $45,500$81,563 to the Supplemental DC Plan. See discussion under “CompensationCompensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan”Plan on page 4841 for more information about these payments. |
(3)(b)
| AmountFor Mr. Stockfish, the 2022 amount includes a cash severance payment of $2,486,418 made$108,536 for security services. For Mr. Keatley, the 2022 amount includes $95,906 for security services and $41,974 in connection with Ms. Loewe’s termination of employment on May 13, 2022 and a cash payment of $9,592 representing a portion of Ms. Loewe’s 2021 relocation expenses, paidand the 2023 amount includes the cost of executive health screening services and $99,726 in 2022.relocation expenses. The amounts for these items were calculated based on their incremental cost to the company.
|
| | | | | 20232024 Annual Meeting & Proxy Statement | 5143
| |
TABLE OF CONTENTS Grants of Plan-Based Awards for 20222023 The following table provides information for each of our NEOs regarding 20222023 annual and long-term incentive award opportunities, including the range of potential payouts under non-equity and equity incentive plans. Specifically, the table presents the 20222023 grants of AIP, PSU and RSU awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under
Non-Equity Plan Awards (2) | | | | | Estimated Future Payouts
Under Equity Plan Awards (2) | | | | | | | | | | | | | | | | | | | | Name | | Type of Award | | | Grant Date (1) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Stock Awards
Number of
Shares or
Stock Units (3) (#) | | | Grant Date
Fair Value
of Stock
and Option
Awards (4) (#) | | Devin W. Stockfish | | | AIP | | | | 02/11/2022 | | | | 360,000 | | | | 1,800,000 | | | | 3,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/11/2022 | | | | | | | | | | | | | | | | | | 53,497 | | | | 106,994 | | | | 160,491 | | | | | | | | 5,325,091 | | | | | RSU | | | | 02/11/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,100 | | | | 3,439,990 | | David M. Wold | | | AIP | | | | 05/16/2022 | | | | 84,600 | | | | 423,000 | | | | 846,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | 1,121 | | | | 2,242 | | | | 3,363 | | | | | | | | 111,584 | | | | | PSU | | | | 05/16/2022 | | | | | | | | | | | | | | | | | | 6,094 | | | | 12,187 | | | | 18,281 | | | | | | | | 606,547 | | | | | RSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,870 | | | | 163,159 | | | | | RSU | | | | 05/16/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,351 | | | | 356,974 | | Russell S. Hagen | | | AIP | | | | 02/10/2022 | | | | 134,000 | | | | 670,000 | | | | 1,340,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | 12,210 | | | | 24,419 | | | | 36,629 | | | | | | | | 1,215,334 | | | | | RSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,738 | | | | 789,994 | | Travis A. Keatley | | | AIP | | | | 02/10/2022 | | | | 120,000 | | | | 600,000 | | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | 11,437 | | | | 22,874 | | | | 34,311 | | | | | | | | 1,138,439 | | | | | RSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,552 | | | | 739,992 | | Keith J. O’Rear | | | AIP | | | | 02/10/2022 | | | | 134,000 | | | | 670,000 | | | | 1,340,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | 12,210 | | | | 24,419 | | | | 36,629 | | | | | | | | 1,215,334 | | | | | RSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,738 | | | | 789,994 | | Nancy S. Loewe (5) | | | AIP | | | | 02/10/2022 | | | | 47,600 | | | | 238,000 | | | | 476,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | PSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | 11,437 | | | | 22,874 | | | | 34,311 | | | | | | | | 1,138,439 | | | | | RSU | | | | 02/10/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,552 | | | | 739,992 | |
| | Devin W. Stockfish | | | AIP | | | 02/10/2023 | | | 416,000 | | | 2,080,000 | | | 4,160,000 | | | | | | | | | | | | | | | | | | | PSU | | | 02/10/2023 | | | | | | | | | | | | 74,590 | | | 149,179 | | | 223,769 | | | | | | 5,606,147 | | | | RSU | | | 02/10/2023 | | | | | | | | | | | | | | | | | | | | | 112,977 | | | 3,799,981 | | | | David M. Wold | | | AIP | | | 02/09/2023 | | | 128,000 | | | 640,000 | | | 1,280,000 | | | | | | | | | | | | | | | | | | | PSU | | | 02/09/2023 | | | | | | | | | | | | 15,356 | | | 30,712 | | | 46,068 | | | | | | 1,154,157 | | | | RSU | | | 02/09/2023 | | | | | | | | | | | | | | | | | | | | | 23,259 | | | 789,992 | | | | Russell S. Hagen | | | AIP | | | 02/09/2023 | | | 137,000 | | | 685,000 | | | 1,370,000 | | | | | | | | | | | | | | | | | | | PSU | | | 02/09/2023 | | | | | | | | | | | | 16,328 | | | 32,656 | | | 48,984 | | | | | | 1,227,213 | | | | RSU | | | 02/09/2023 | | | | | | | | | | | | | | | | | | | | | 24,731 | | | 839,988 | | | | Travis A. Keatley | | | AIP | | | 02/09/2023 | | | 126,000 | | | 630,000 | | | 1,260,000 | | | | | | | | | | | | | | | | | | | PSU | | | 02/09/2023 | | | | | | | | | | | | 15,356 | | | 30,712 | | | 46,068 | | | | | | 1,154,157 | | | | RSU | | | 02/09/2023 | | | | | | | | | | | | | | | | | | | | | 23,259 | | | 789,992 | | | | Keith J. O’Rear | | | AIP | | | 02/09/2023 | | | 138,000 | | | 690,000 | | | 1,380,000 | | | | | | | | | | | | | | | | | | | PSU | | | 02/09/2023 | | | | | | | | | | | | 16,328 | | | 32,656 | | | 48,984 | | | | | | 1,227,213 | | | | RSU | | | 02/09/2023 | | | | | | | | | | | | | | | | | | | | | 24,731 | | | 839,988 | |
(1)
| The date of the Compensation Committee meeting at which long-term incentive and AIP award opportunities are approved is the effective grant date for equity plan award grants and award opportunities under the AIP to the NEOs other than the CEO. Compensation decisions for the CEO are approved by the board of directors based upon recommendations by the Compensation Committee. TheCommittee; the effective grant date for equity plan award grants and AIP award opportunities to the CEO is therefore the date of approval by the board of directors.
|
(2)
| RepresentsAmounts represent the value of potential payments under the company’s AIP and the number of shares that may be earned under the PSU plan. These plans and awards are described in the “Short-TermShort-Term Incentive Plan”Plan section beginning on page 34 and “Long-TermLong-Term Incentive Compensation” sectionsCompensation section beginning on page 38 under “Compensation Compensation Discussion and Analysis — Compensation Program Design” beginning on page 40.Design.
|
(3)
| Amounts represent RSUs granted under the company’s long-term incentive plan. These awards are described in the “Long-TermLong-Term Incentive Compensation” Compensation section under “CompensationCompensation Discussion and Analysis — Compensation Program Design”Design beginning on page 44.38.
|
(4)
| Amounts reflect the grant date fair value of RSUPSU and PSURSU awards granted under the company’s long-term incentive plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding outstanding equity awards can be found in the table “OutstandingOutstanding Equity Awards at 20222023 Fiscal Year End”.End table. For more information regarding these awards and the calculation of their fair value, refer to company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, Part II, Item 8, Notes to Consolidated Financial Statements — Note 1615 Share-Based Compensation.
|
(5) | Equity awards granted to Ms. Loewe were forfeited when her employment with the company terminated on May 13, 2022.
|
| | | 5244 | Weyerhaeuser Company
| | |
TABLE OF CONTENTS Outstanding Equity Awards at 20222023 Fiscal Year End
The following table provides information regarding outstanding stock options and unvested stock awards held by each of our NEOs as of December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable (1) (#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable (1) (#) | | | Option
Exercise
Price ($) | | | Option
Expiration
Date | | | | | Number of Shares or Units of Stock That Have
Not
Vested (2)(3) ($) | | | Market Value of
Shares or Units
of Stock That Have
Not
Vested (2)(4) (#) | | | Equity Incentive Plan Awards:
Number of Unearned
Shares,
Units, or
Other Rights
That Have
Not
Vested (2)(5) (#) | | | Equity Incentive Plan Awards:
Market or Payout Value
of Unearned Shares, Units, or Other Rights That Have
Not
Vested (2)(5) ($) | | Devin W. Stockfish | | 02/12/2014 | | | 15,069 | | | | — | | | | 30.1600 | | | | 02/12/2024 | | | | | | — | | | | — | | | | — | | | | — | | | | 04/09/2014 | | | 18,144 | | | | — | | | | 28.5600 | | | | 04/09/2024 | | | | | | — | | | | — | | | | — | | | | — | | | | 02/12/2015 | | | 39,458 | | | | — | | | | 35.4050 | | | | 02/12/2025 | | | | | | — | | | | — | | | | — | | | | — | | | | 02/09/2016 | | | 90,909 | | | | — | | | | 23.0900 | | | | 02/09/2026 | | | | | | — | | | | — | | | | — | | | | — | | | | 02/08/2019 | | | — | | | | — | | | | — | | | | — | | | | | | 27,277 | | | | 845,587 | | | | — | | | | — | | | | 02/14/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 46,060 | | | | 1,427,860 | | | | — | | | | — | | | | 02/14/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 82,957 | | | | 2,571,667 | | | | — | | | | — | | | | 02/12/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 69,435 | | | | 2,152,485 | | | | 181,446 | | | | 5,624,826 | | | | 02/11/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 82,100 | | | | 2,545,100 | | | | 106,994 | | | | 3,316,814 | | David M. Wold | | 02/12/2014 | | | 3,693 | | | | | | | | 30.1600 | | | | 02/12/2024 | | | | | | | | | | | | | | | | | | | | | | 02/12/2015 | | | 4,402 | | | | — | | | | 35.4050 | | | | 02/12/2025 | | | | | | | | | | | | | | | | | | | | | | 02/09/2016 | | | 9,272 | | | | — | | | | 23.0900 | | | | 02/09/2026 | | | | | | | | | | | | | | | | | | | | | | 02/07/2019 | | | — | | | | — | | | | — | | | | — | | | | | | 1,065 | | | | 33,015 | | | | | | | | | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 2,098 | | | | 65,038 | | | | | | | | | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 1,679 | | | | 52,049 | | | | | | | | | | | | 02/11/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 2,769 | | | | 85,839 | | | | 3,214 | | | | 99,634 | | | | 02/10/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 3,870 | | | | 119,970 | | | | 2,242 | | | | 69,502 | | | | 05/16/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 9,351 | | | | 289,881 | | | | 12,187 | | | | 377,797 | | Russell S. Hagen | | 02/07/2019 | | | — | | | | — | | | | — | | | | — | | | | | | 7,164 | | | | 222,084 | | | | — | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 12,323 | | | | 382,013 | | | | — | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 22,193 | | | | 687,983 | | | | — | | | | — | | | | 02/11/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 17,358 | | | | 538,098 | | | | 45,358 | | | | 1,406,098 | | | | 02/10/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 18,738 | | | | 580,878 | | | | 24,419 | | | | 756,989 | | Travis A. Keatley | | 02/07/2019 | | | — | | | | — | | | | — | | | | — | | | | | | 1,694 | | | | 52,514 | | | | — | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 3,467 | | | | 107,477 | | | | — | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 2,774 | | | | 85,994 | | | | — | | | | — | | | | 02/11/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 4,575 | | | | 141,825 | | | | 5,311 | | | | 164,641 | | | | 09/13/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 10,779 | | | | 334,149 | | | | — | | | | — | | | | 02/10/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 17,552 | | | | 544,112 | | | | 22,874 | | | | 709,094 | | Keith J. O’Rear | | 02/07/2019 | | | — | | | | — | | | | — | | | | — | | | | | | 6,777 | | | | 210,087 | | | | | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 12,156 | | | | 376,836 | | | | — | | | | — | | | | 02/13/2020 | | | — | | | | — | | | | — | | | | — | | | | | | 21,893 | | | | 678,683 | | | | — | | | | — | | | | 02/11/2021 | | | — | | | | — | | | | — | | | | — | | | | | | 16,918 | | | | 524,458 | | | | 44,211 | | | | 1,370,541 | | | | 02/10/2022 | | | — | | | | — | | | | — | | | | — | | | | | | 18,738 | | | | 580,878 | | | | 24,419 | | | | 756,989 | | Nancy S. Loewe (6) | | — | | | — | | | | — | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | |
| | Devin W. Stockfish | | | 02/12/2015 | | | 39,458 | | | — | | | 35.4050 | | | 02/12/2025 | | | — | | | — | | | — | | | — | | | | 02/09/2016 | | | 90,162 | | | — | | | 23.0900 | | | 02/09/2026 | | | — | | | — | | | — | | | — | | | | 02/14/2020 | | | — | | | — | | | — | | | — | | | 27,333 | | | 950,381 | | | — | | | — | | | | 02/12/2021 | | | — | | | — | | | — | | | — | | | 53,433 | | | 1,857,861 | | | — | | | — | | | | 02/12/2021 | | | — | | | — | | | — | | | — | | | 140,744 | | | 4,893,686 | | | — | | | — | | | | 02/11/2022 | | | — | | | — | | | — | | | — | | | 68,800 | | | 2,392,165 | | | 119,546 | | | 4,156,619 | | | | 02/10/2023 | | | — | | | — | | | — | | | — | | | 119,103 | | | 4,141,222 | | | 235,903 | | | 8,202,333 | | | | David M. Wold | | | 02/12/2014 | | | 1,847 | | | — | | | 30.1600 | | | 02/12/2024 | | | — | | | — | | | — | | | — | | | | 02/12/2015 | | | 4,402 | | | — | | | 35.4050 | | | 02/12/2025 | | | — | | | — | | | — | | | — | | | | 02/09/2016 | | | 9,272 | | | — | | | 23.0900 | | | 02/09/2026 | | | — | | | — | | | — | | | — | | | | 02/13/2020 | | | — | | | — | | | — | | | — | | | 1,246 | | | 43,319 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 2,132 | | | 74,131 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 2,493 | | | 86,697 | | | — | | | — | | | | 02/10/2022 | | | — | | | — | | | — | | | — | | | 3,244 | | | 112,805 | | | 2,505 | | | 87,100 | | | | 05/16/2022 | | | — | | | — | | | — | | | — | | | 7,523 | | | 261,558 | | | 13,068 | | | 454,386 | | | | 02/09/2023 | | | — | | | — | | | — | | | — | | | 24,520 | | | 852,569 | | | 48,566 | | | 1,688,643 | | | | Russell S. Hagen | | | 02/13/2020 | | | — | | | — | | | — | | | — | | | 7,314 | | | 254,317 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 13,358 | | | 464,462 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 35,184 | | | 1,223,341 | | | — | | | — | | | | 02/10/2022 | | | — | | | — | | | — | | | — | | | 15,704 | | ��� | 546,017 | | | 27,284 | | | 948,656 | | | | 02/09/2023 | | | — | | | — | | | — | | | — | | | 26,072 | | | 906,526 | | | 51,640 | | | 1,795,530 | | | | Travis A. Keatley | | | 02/13/2020 | | | — | | | — | | | — | | | — | | | 2,059 | | | 71,581 | | | — | | | | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 3,522 | | | 122,455 | | | — | | | | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 4,120 | | | 143,254 | | | — | | | | | | | 09/13/2021 | | | — | | | — | | | — | | | — | | | 8,214 | | | 285,605 | | | — | | | | | | | 02/10/2022 | | | — | | | — | | | — | | | — | | | 14,708 | | | 511,411 | | | 25,557 | | | 888,634 | | | | 02/09/2023 | | | — | | | — | | | — | | | — | | | 24,520 | | | 852,569 | | | 48,566 | | | 1,688,643 | | | | Keith J. O’Rear | | | 02/13/2020 | | | — | | | — | | | — | | | — | | | 7,215 | | | 250,851 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 13,020 | | | 452,711 | | | — | | | — | | | | 02/11/2021 | | | — | | | — | | | — | | | — | | | 34,294 | | | 1,192,392 | | | — | | | — | | | | 02/10/2022 | | | — | | | — | | | — | | | — | | | 15,704 | | | 546,017 | | | 27,284 | | | 948,656 | | | | 02/09/2023 | | | — | | | — | | | — | | | — | | | 26,072 | | | 906,526 | | | 51,640 | | | 1,795,530 | |
(1)
| All outstanding Option awardsstock options are 100%100 percent vested. Options are for a term of 10 years. The company discontinued granting stock options in 2017.
|
(2)
| “Stock Awards” represent outstanding RSUs and PSUs. RSUs granted on February 7, 2019, February 8, 2019, February 13, 2020,2020; February 14, 2020,2020; February 11, 2021,2021; February 12, 2021,2021; September 13, 20212021; and May 16, 2022, vest in 25%25 percent increments over four years, beginning 12 months following the grant date. RSUs granted on February 10, 20222022; February 11, 2022; February 9, 2023; and February 11, 202210, 2023, vest in 25%25 percent increments over four years beginningon March 1 2023.of each year beginning one year after the grant was made. PSUs granted on February 13, 2020, February 14, 2020, February 11, 2021, and February 12, 2021, are earned based on relative company performance at the end of a three-year performance period and vest on the third anniversary of the grant date. PSUs granted on February 10, 2022, and February 11, 2022, are earned based on relative company performance at the end of a three-year performance period and vest on March 1, 2025. PSUs granted on February 9, 2023, and February 10, 2023, are earned based on relative company performance at the end of a three-year performance period and vest on March 1, 2026. PSUs granted on May 16, 2022, are earned based on relative company performance at the end of a three-year performance period and vest on May 16, 2025, the third anniversary of the grant date.
|
| | | | | 20232024 Annual Meeting & Proxy Statement | 5345
| |
TABLE OF CONTENTS
(3)
| In accordance with SEC disclosure guidance, amountsrules, the number of units in this column also include PSU units granted in 2020,2021, the performance period for which was concluded on December 31, 2022,2023, based on the actual value (66.4%performance (100.8 percent of target)target shares) of the award.
|
(4)
| Values were computed by multiplying the market price of $31.00$34.77 for the company’s common stock on December 30, 202229, 2023, by the number of units.
|
(5)
| Represents the estimated value of the 20212022 and 20222023 PSU awards as of December 31, 2022.2023. Amounts shown are estimates calculated in accordance with SEC disclosure rules. The estimated value of the PSUs is the product of: (i) the number of unearned PSUs, multiplied by (ii) the market price of $31.00$34.77 for the company’s common stock on December 30, 2022.29, 2023. The number of unearned PSUs for 2021 is the product of target units granted multiplied by the factor of 150% because the estimated performance as of December 31, 2022 is above “target” performance. The number of unearned PSUs forin 2022 is the product of target units granted, multiplied by the factor of 100%100 percent because the estimated performance as of December 31, 20222023, is above “threshold” performance. The number of unearned PSUs granted in 2023 is the product of target units granted, multiplied by the factor of 150 percent because the estimated performance as of December 31, 2023, is above target performance.
|
(6) | Ms. Loewe’s outstanding equity awards were forfeited when her employment with the company terminated on May 13, 2022.
|
Option Exercises and Stock Vested in 20222023 The following table provides information for each of our NEOs regarding stock option exercises and vesting of stock awards during 2022.2023. The value realized upon the exercise of options is calculated using the difference between the option exercise price and the market price of the company’s common stock at the time of exercise multiplied by the number of shares underlying the option.option acquired upon exercise. The value realized upon the vesting of stock awards is based on the closing market price of companythe company’s common stock on the trading day immediately prior to the vesting date. | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | | | | | | | Devin W. Stockfish | | | — | | | | — | | | | | | 226,077 | | | | 9,526,175 | | | | | | | | David M. Wold | | | — | | | | — | | | | | | 3,644 | | �� | | 150,192 | | | | | | | | Russell S. Hagen | | | — | | | | — | | | | | | 62,865 | | | | 2,642,784 | | | | | | | | Travis A. Keatley | | | — | | | | — | | | | | | 15,883 | | | | 639,000 | | | | | | | | Keith J. O’Rear | | | — | | | | — | | | | | | 55,758 | | | | 2,348,224 | | | | | | | | Nancy S. Loewe | | | — | | | | — | | | | | | 5,406 | | | | 207,969 | |
| | | 54 | Weyerhaeuser Company
| | |
| | Devin W. Stockfish | | | 33,960 | | | 186,114 | | | 176,935 | | | 5,980,668 | | | | David M. Wold | | | 1,846 | | | 1,680 | | | 8,020 | | | 259,812 | | | | Russell S. Hagen | | | — | | | — | | | 45,989 | | | 1,540,245 | | | | Travis A. Keatley | | | — | | | — | | | 15,708 | | | 514,113 | | | | Keith J. O’Rear | | | — | | | — | | | 45,071 | | | 1,509,128 | |
The following table provides information as of December 31, 20222023, for each of our NEOs regarding the actuarial present value of the officer’s total accumulated benefit under each of our applicable defined benefit plans. No payments were made under these plans to any of our NEOs during 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Plan Name | | Years of Credited Service earned under Formula A (1) (#) | | | Present Value of Accumulated Benefit earned under Formula A (2) ($) | | | Years of Credited Service earned under Formula B (3) (#) | | | Present Value of Accumulated Benefit earned under Formula B (4) ($) | | | Total Years
of Credited Service (5) (#) | | | Total Present Value of Accumulated Benefit (6) ($) | | Devin W. Stockfish | | Pension Plan | | | — | | | | — | | | | 10 | | | | 163,285 | | | | 10 | | | | 163,285 | | | | Supplemental Retirement Plan | | | — | | | | — | | | | 10 | | | | 1,050,391 | | | | 10 | | | | 1,050,391 | | David M. Wold | | Pension Plan | | | — | | | | — | | | | 9 | | | | 98,376 | | | | 9 | | | | 98,376 | | | | Supplemental Retirement Plan | | | — | | | | — | | | | 9 | | | | 83,629 | | | | 9 | | | | 83,629 | | Russell S. Hagen | | Plum Creek Pension Plan | | | — | | | | — | | | | — | | | | — | | | | 23 | | | | 682,877 | | | | Plum Creek Supplemental Pension Plan | | | — | | | | — | | | | — | | | | — | | | | 23 | | | | 1,839,233 | | Travis A. Keatley | | Pension Plan | | | 10 | | | | 248,026 | | | | 13 | | | | 182,610 | | | | 23 | | | | 430,637 | | | | Supplemental Retirement Plan | | | 10 | | | | 394,013 | | | | 13 | | | | 286,662 | | | | 23 | | | | 680,676 | | Keith J. O’Rear | | Pension Plan | | | 21 | | | | 1,075,901 | | | | 13 | | | | 377,627 | | | | 34 | | | | 1,453,528 | | | | Supplemental Retirement Plan | | | 21 | | | | 3,110,832 | | | | 13 | | | | 1,080,126 | | | | 34 | | | | 4,190,958 | | Nancy S. Loewe | | Pension Plan | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Supplemental Retirement Plan | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | Devin W. Stockfish | | | Pension Plan | | | — | | | — | | | 11 | | | 203,171 | | | 11 | | | 203,171 | | | | Supplemental
Retirement Plan | | | — | | | — | | | 11 | | | 1,340,908 | | | 11 | | | 1,340,908 | | | | David M. Wold | | | Pension Plan | | | — | | | — | | | 10 | | | 126,291 | | | 10 | | | 126,291 | | | | Supplemental
Retirement Plan | | | — | | | — | | | 10 | | | 171,101 | | | 10 | | | 171,101 | | | | Russell S. Hagen | | | Plum Creek
Pension Plan | | | — | | | — | | | — | | | — | | | 23 | | | 698,582 | | | | Plum Creek
Supplemental
Pension Plan | | | — | | | — | | | — | | | — | | | 23 | | | 1,817,018 | | | | Travis A. Keatley | | | Pension Plan | | | 10 | | | 279,434 | | | 14 | | | 224,604 | | | 24 | | | 504,038 | | | | Supplemental
Retirement Plan | | | 10 | | | 539,092 | | | 14 | | | 426,040 | | | 24 | | | 965,132 | | | | Keith J. O’Rear | | | Pension Plan | | | 21 | | | 1,160,999 | | | 14 | | | 444,298 | | | 35 | | | 1,605,297 | | | | Supplemental
Retirement Plan | | | 21 | | | 3,770,123 | | | 14 | | | 1,421,849 | | | 35 | | | 5,191,972 | |
(1)
| Number of years of credited service as of December 31, 2009, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula A accrued benefit only.
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(2) | 46 | Weyerhaeuser Company
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| Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2022,2023, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula A, or executive’s actual age, if greater. Estimates are based on current compensation and years of service. |
(3)
| Number of years of credited service computed beginning on January 1, 2010, and ending as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 20222023, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula B accrued benefits only.
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(4)
| Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2022,2023, calculated using age 65, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula B, or the executive’s actual age, if greater. Estimates are based on current compensation and years of service.
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(5)
| RepresentsAmounts represent total years of credited service for Messrs. Stockfish, Wold, Keatley and O’Rear under Formula A and Formula B of the Weyerhaeuser pension plans and total years of credited service for Mr. Hagen under legacy pension plans assumed by Weyerhaeuser in connection with its merger with Plum Creek Timber Company, Inc. in 2016. Mr. Hagen’s benefits under the Plum Creek legacy pension plans were frozen, and he ceased accruing benefits thereunder from and after the date of the merger, except as discussed below.
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(6)
| Amounts for Messrs. Stockfish and Wold represent the total actuarial present value of accumulated benefit under Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Messrs. Keatley and O’Rear represent the total actuarial present value of accumulated benefit under Formula A and Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Mr. Hagen represent the total actualactuarial present value of accumulated benefit under the Plum Creek legacy pension plans, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under the plans. Estimates for Messrs. Stockfish, Wold, Keatley and O’Rear are based on current compensation and years of service. For more information regarding the method and assumptions applied in calculating the present value of accumulated benefits, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 8, Notes to Consolidated Financial Statements — Note 8 Pension and Other Post-Employment Benefit Plans.
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| | | | | 2023 Annual Meeting & Proxy Statement | 55
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The company maintains two pension plans in which Messrs. Stockfish, Wold, Keatley O’Rear and WoldO’Rear are eligible to participate: the Weyerhaeuser Pension Plan (the “Pension Plan”), a non-contributory,noncontributory, tax-qualified defined benefit pension plan, and the Supplemental Retirement Plan, a non-contributory, non-qualifiednoncontributory, nonqualified retirement pension plan. Benefits under the Pension Plan accrue for salaried employees under two separate formulas: Formula A, for service accrued prior to January 1, 2010; and Formula B, for service accrued on and after January 1, 2010. The annual retirement benefit payable upon normal retirement under Formula A is equal to (i) 1.1%1.1 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued through December 31, 2009, plus (ii) 0.45%0.45 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued through December 31, 2009.
The annual retirement benefit payable upon normal retirement under Formula B is equal to (i) 0.8%0.8 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued on and after January 1, 2010, plus (ii) 0.3%0.3 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued on and after January 1, 2010.
NEOs whose pension plan benefit exceeds IRC limitations for tax-qualified plans accrue benefits under the Supplemental Retirement Plan. Benefits from the Supplemental Retirement Plan are paid from the general funds of the company and are determined by applying the applicable formula under the Pension Plan for salaried employees but include benefits and compensation that exceed the IRC limitations.
Normal retirement age for salaried employees is age 65 under the Pension Plan and the Supplemental Retirement Plan. Under the terms of the plans, Messrs. Stockfish, Wold, Keatley and O’Rear are eligible for early retirement at age 55 with at least 10 years of service. Before normal retirement at age 65, Messrs. Keatley and O’Rear’s benefit under Formula A ranges from 72%72 percent to 100%100 percent and Messrs. Stockfish.Stockfish, Wold, Keatley and O’Rear’s benefits under Formula B range from approximately 47%47 percent to 100%.100 percent. The Pension Plan and Supplemental Retirement Plan are closed to new hires and rehires effective January 1, 2014. Mr. Hagen was hired after January 1, 2014, and is thus not eligible to participate in either Weyerhaeuser pension plan. Ms. Loewe, who was also hired after January 1, 2014, is no longer with the company. Mr. Hagen is vested in pension benefits under the terms of legacy tax-qualified and supplemental pension and benefit plans assumed by the company in connection with its merger with Plum Creek Timber Company, Inc. in 2016. Benefits for Mr. Hagen accrued under these plans according to a cash balance formula and a final average pay formula, with the greater of the two amounts payable to him upon retirement. Mr. Hagen’s benefits under these plans were frozen, and he ceased to accrue benefits from and after the time of the Plum Creek merger, except for benefits determined by the cash balance formula, which continue to accrue an interest credit that is tied to the 30-year Treasury interest rate. Normal retirement age under the Plum Creek legacy plans is age 62. Under the terms of the plans, Mr. Hagen is eligible for early retirement at age 55 with at least 10 of years of service. Before normal retirement at age 62, Mr. Hagen’s benefit ranges from 62%62 percent to 100%.All NEOs with pension plans are vested in their pension plan benefits. Ms. Loewe did not have benefits under any of the company’s pension plans.
100 percent.2024 Annual Meeting & Proxy Statement | 47
| | | 56 | Weyerhaeuser Company
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Non-QualifiedTABLE OF CONTENTS
Nonqualified Deferred Compensation
The following table provides information for each of our NEOs regarding aggregate executive and company contributions, aggregate earnings for 20222023 and year-end account balances under the company’s deferred compensation plan. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Executive Contributions in Last FY (1) ($) | | | Registrant Contributions in Last FY (2) ($) | | | Aggregate Earnings in Last FY (3) ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE (4) ($) | | | | | | | | Devin W. Stockfish | | | — | | | | — | | | | 19,538 | | | | — | | | | 926,107 | | | | | | | | David M. Wold | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Russell S. Hagen | | | — | | | | 79,548 | | | | (19,924) | | | | — | | | | 2,520,228 | | | | | | | | Travis A. Keatley | | | 60,500 | | | | — | | | | 3,175 | | | | — | | | | 159,569 | | | | | | | | Keith J. O’Rear | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Nancy S. Loewe | | | — | | | | 45,500 | | | | (2,404) | | | | (47,827) | | | | — | |
| | Devin W. Stockfish | | | — | | | — | | | 41,651 | | | — | | | 967,758 | | | | David M. Wold | | | — | | | — | | | — | | | — | | | — | | | | Russell S. Hagen | | | — | | | 81,563 | | | 164,506 | | | — | | | 2,747,001 | | | | Travis A. Keatley | | | — | | | — | | | 7,177 | | | — | | | 166,746 | | | | Keith J. O’Rear | | | — | | | — | | | — | | | — | | | — | |
(1)
| Amounts are also reportedThere were no NEO contributions to deferral plans in the “Summary Compensation Table” as salary earned and paid in 2022.2023.
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(2)
| Amounts reported in this column represent non-electivenonelective employer contributions under the Supplemental DC Plan. These amounts are also reported in the “SummarySummary Compensation Table” Table under “AllAll Other Compensation”.Compensation.
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(3)
| Fiscal 2022Amounts represent fiscal 2023 earnings, which include interest on amounts deferred into the fixed interestfixed-interest account of the deferral plan for Messrs. Stockfish, Hagen and appreciation or depreciationKeatley and, for Mr. Hagen, earnings on his Supplemental DC Plan account investments. These amounts are not included in the price of common stock equivalent units, plus dividend equivalents for amounts deferredSummary Compensation Table because the earnings were not preferential.
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(4)
| Amounts include compensation reported in the common stock equivalents account in the deferral plan. |
(4) | Amounts were also reported as compensation in the “SummarySummary Compensation Table”Table for previous years and includein which the executive officer was an NEO, interest earned on amounts deferred into the fixed-interest account of the deferral plan any premium for amounts deferred into the common stock equivalentsMessrs. Stockfish, Hagen and Keatley and, for Mr. Hagen, earnings on his Supplemental DC Plan account in the deferral plan, and appreciation or depreciation in the price of common stock equivalent units, plus dividend equivalents for amounts deferred into the common stock equivalents account in the deferral plan.investments.
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NEOs are eligible to participate in the deferred compensation plan. The plan provides the opportunity to defer base salary and cash incentives for payment at a future date. NEOs may defer between 10%10 percent and 50%50 percent of their base salary and up to 100%100 percent of a cash bonus. The interest credited for deferred cash is determined each year by the Compensation Committee. The current interest rate formula is 120%120 percent of the AFR as published by the IRS in January of the plan year.
NEOs may also choose to defer all or a portion of any cash incentives into a deferred compensation plan account denominated in Weyerhaeuser common stock equivalent units, with a 15%15 percent premium applied if payment is delayed for at least five years. The amount designated to be deferred in the form of common stock equivalent units and any premium is divided by the median price per share of company common stock over the last 11 trading days of January to determine the number of deferred common stock equivalent units to be credited to the NEO’s account. Deferred common stock equivalent units earn dividends equal to dividends paid on company common stock, which are credited as additional common stock equivalent units. The value of the deferred account grows or declines based on the performance of Weyerhaeuser common stock (plus dividends).
The timing of payment of deferred compensation varies depending on when the compensation was deferred and whether it was deferred into a cash account or into the stock equivalent account. All payout elections wereare made and are administered in compliance with the requirements and limitations of IRC Section 409A.
In addition, Ms. Loewe, and Mr. Hagen participated in the Supplemental DC Plan, which provides for non-electivenonelective employer contributions equal to 5%5 percent of bonus pay, plus the amount that would otherwise be provided under the tax-qualified defined contribution 401(k) plan if deferred compensation were included in the definition of “pay” and without regard to the compensation limits imposed by IRC limitations. As discussed in our Compensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan on page 48,41, these benefits are provided to employees who were hired on or after January 1, 2014, and therefore ineligible to participate in the company’s pension plans.
| | | | | | 2023 Annual Meeting & Proxy Statement48 | 57Weyerhaeuser Company
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TABLE OF CONTENTS Potential Payments Upon Termination Paymentsor Change of Control As used in this section, the following terms are defined as indicated below.
Cause, as used in our executive agreements, means: a participant’s:participant’s unauthorized misuse of the trade secrets or proprietary information of the company or any affiliate; gross negligence or willful and continued failure to perform substantially the officer’s duties with the company that is reasonably likely to cause material harm to the company; conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; or willful engagement in illegal conduct or gross misconduct that is that is reasonably likely to cause material harm to the company; or material failure to cooperate in good faith with a governmental or internal investigation of the company or any of their respective directors, officers or employees. Cause, as used in our equity award agreements, means: willful and continued failure to perform substantially the officer's duties with the company; conviction of a felony; or willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the company.
Good Reason means: a material reduction in the officer’s authority, duties or responsibilities existing prior to the change of control; a requirement that the officer be based in a location that is at least 50 miles farther from the officer’s primary residence immediately prior to the change of control; a material reduction in the officer’s base salary as in effect immediately prior to the change of control; a material reduction in the officer’s benefits, unless the overall benefits provided are substantially consistent with the average level of benefits of other officers holding similar positions at the acquiring company; a material reduction in the officer’s level of participation in any of the company’s short- or long-term incentive compensation plans.
Qualifying Termination meansmeans: an involuntary termination by the company without cause, or a resignation by the executive for good reason, in each case, within 24 months following the effective date of a change of control.
Change of Control Agreements . The company has agreements with each of its executive officers providing for specified payments and other benefits if, within the period of 24 calendar months following the effective date of a change of control of the company, the executive’s employment is terminated by the company or its successor under circumstances that constitute a Qualifying Termination, mandatory retirement, early retirement, disability or death.
The following description of benefits is applicable to a termination occurring on December 31, 2022.2023. If an NEO experiences a Qualifying Termination, he or she will receive: ● | | An amount equal to two times the highest rate of the NEO’s annualized base salary rate in effect at any time up to and including the effective date of the executive’s termination;
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● | | Two times the NEO’s target annual bonus established for the bonus plan year in which the termination of employment occurs;
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● | | A pro rata portion of the executive’s bonus for the plan year in which the termination of employment occurs, with any company and individual performance goals deemed to be achieved at target;
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● | | A payment of $95,000 (net of required payroll and income tax withholding) for replacement health and welfare coverage and outplacement services; and
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● | | Full vesting of benefits under any and all supplemental retirement plans in which the NEO participates, calculated under the assumption that the NEO’s employment continues following his or her termination date for two full years.
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An amount equal to two times the highest rate of the NEO’s annualized base salary rate in effect at any time up to and including the effective date of the executive’s termination; Two times the NEO’s target annual bonus established for the bonus plan year in which the termination of employment occurs; A pro rata portion of the executive’s bonus for the plan year in which the termination of employment occurs, with any company and individual performance goals deemed to be achieved at target; A payment of $95,000 (net of required payroll and income tax withholding) for replacement health and welfare coverage and outplacement services; and Full vesting of benefits under any and all supplemental retirement plans in which the NEO participates, calculated under the assumption that the NEO’s employment continues following his or her termination date for two full years. The benefits payable to our CEO are the same as described above, except that the amount paid for base salary is three times his highest base salary rate, the amount paid for target bonus is three times target annual bonus and the assumption for additional years of employment for supplemental retirement plans is three full years. Receipt of change of control benefits is conditioned on the executive officer executing and delivering to the company a non-competitionnoncompetition and release agreement pursuant to which the officer shall agree to a general release of claims against the company, to not disclose the company’s confidential information or make any disparaging statements about the company and, for a period of two years, to not engage or participate in any business that competes with the company or solicit any of the company’s employees, customers, vendors or suppliers. 2024 Annual Meeting & Proxy Statement | 49
| | | 58 | Weyerhaeuser Company
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TABLE OF CONTENTS Equity Award Change of Control Provisions . The company’s long-term incentive plans and award agreements also include change of control provisions that are triggered upon a change of control of the company and a Qualifying Termination. Under these circumstances:● | | Vesting of outstanding stock options and RSUs would be accelerated and options would be exercisable for the original term;
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● | | Unearned PSUs would be deemed to have been earned at target performance; and
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● | | Earned PSUs would vest and be released.
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Vesting of outstanding stock options and RSUs would be accelerated, and options would be exercisable for the original term; Unearned PSUs would be deemed to have been earned at target performance; and Earned PSUs would vest and be released. In addition, if equityin the event that outstanding RSU and PSU awards are not assumed, converted or replaced in connection withby the successor entity to the company following a change of control, the plans and award agreements provide for fullimmediate acceleration of vesting uponof the change of control.awards and settlement in cash, with PSU awards earned at target performance. Agreements with each of the company’s executive officers provide for severance benefits if the executive’s employment is terminated by the company when there is no change of control, unless the termination is for cause or is the result of the company’s mandatory retirement policy (age 65), disability or death. The severance benefit payable is an amount equal to: ● | | One and one-half times the highest rate of the NEO’s annualized base salary rate in effect at any time up to and including the effective date of termination of employment;
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● | | One and one-half times the target annual bonus established for the bonus plan year in which the termination of employment occurs;
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● | | A pro rata portion of the executive’s bonus for the plan year in which the termination of employment occurs, with any company and individual performance goals deemed to be achieved at target; and
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● | | A payment of $30,000 (net of required payroll and income tax withholding) to assist the executive in paying for replacement health and welfare coverage for a reasonable period following the date of termination and outplacement services.
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One and one-half times the highest rate of the NEO’s annualized base salary rate in effect at any time up to and including the effective date of termination of employment; One and one-half times the target annual bonus established for the bonus plan year in which the termination of employment occurs; A pro rata portion of the executive’s bonus for the plan year in which the termination of employment occurs, with any company and individual performance goals deemed to be achieved at target; and A payment of $30,000 (net of required payroll and income tax withholding) to assist the executive in paying for replacement health and welfare coverage for a reasonable period following the date of termination and outplacement services. The severance benefit payable to our CEO is the same as described previously, except that the amount paid for base salary is two times his highest base salary rate and the amount paid for target bonus is two times his target annual bonus. Receipt of severance benefits is conditioned on the executive officer executing and delivering to the company a non-competitionnoncompetition and release agreement pursuant to which the officer shall agree to a general release of claims against the company, to not disclose the company’s confidential information or make any disparaging statements about the company and, for a period of one year, to not engage or participate in any business that competes with the company and, for a period of two years, to not solicit any of the company’s employees, customers, vendors or suppliers. | | | | | 2023 Annual Meeting & Proxy Statement | 59
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The following tables describe estimated potential payments to the NEOs that could be made upon a change of control with a qualifying termination or upon an involuntary termination other than for Cause,cause, in each case as if the event had occurred on December 31, 2022.2023. Valuation of equity awards is based on the closing price of our common stock on December 30, 202229, 2023 ($ 31.00)34.77) and assumes target performance. All outstanding stock options are fully vested. Generally, there are no payments made to executive officers in the event of an involuntary termination for Cause.cause. As described under Pension Benefits beginning on page 55,46, the NEOs are vested in their pension benefits and there is no acceleration or, except as set forth below, increase in pension benefits upon termination except as set forth below. Information for Ms. Loewe, whose employment with the company terminated on May 13, 2022, is presented only under the Severance table in accordance with SEC disclosure rules and reflects the severance amounts actually paid. | | | | | | | | | | | | | | | | | | | | | | | | Change of Control + Qualifying Termination | | | | | | | | Name | | Cash (1) ($) | | | Equity (2) ($) | | | Pension (3) ($) | | | Other (4) ($) | | | Total ($) | | | | | | | | Devin W. Stockfish | | | 11,900,000 | | | | 19,643,181 | | | | 359,075 | | | | 156,636 | | | | 32,058,892 | | | | | | | | David M. Wold | | | 2,686,000 | | | | 1,247,254 | | | | 361,094 | | | | 125,578 | | | | 4,419,926 | | | | | | | | Russell S. Hagen | | | 3,960,000 | | | | 4,892,761 | | | | 264,197 | | | | 156,636 | | | | 9,273,594 | | | | | | | | Travis A. Keatley | | | 3,210,000 | | | | 2,293,939 | | | | 40,223 | | | | 156,636 | | | | 5,700,798 | | | | | | | | Keith J. O’Rear | | | 3,700,000 | | | | 4,816,067 | | | | 973,569 | | | | 156,636 | | | | 9,646,272 | |
| | Devin W. Stockfish | | | 12,141,000 | | | 23,860,155 | | | 398,485 | | | 156,636 | | | 36,556,277 | | | | David M. Wold | | | 3,192,000 | | | 3,098,325 | | | 56,648 | | | 156,636 | | | 6,503,610 | | | | Russell S. Hagen | | | 3,625,000 | | | 5,540,338 | | | 266,349 | | | 156,636 | | | 9,588,323 | | | | Travis A. Keatley | | | 3,202,000 | | | 4,001,271 | | | 437,580 | | | 156,636 | | | 7,797,487 | | | | Keith J. O’Rear | | | 3,271,000 | | | 5,494,172 | | | 1,064,584 | | | 156,636 | | | 9,986,393 | |
(1)
| Amounts would includerepresent a cash payment in respect of salary, target bonus and earned annual bonus pursuant to the NEO’s current change of control agreement with the company.
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| Amounts would includerepresent the intrinsic value of acceleratedvested RSUs and earned PSUs. Upon a change of control and a qualifying termination, vesting of RSUsoutstanding RSU and PSUsPSU awards would accelerate and the number of shares earned in connection with PSU awards would be as follows: actual performance of December 31, 2022. Vested options would remain exercisable100.8 percent for the original term.2021 PSU awards and target performance of 100 percent for the 2022 and 2023 PSU awards. See discussion under “Change Change of Control” Control for more information. |
(3)
| Represents anAmounts represent the estimated present value of an annual increase in Supplemental Retirement Plan pension payments pursuant to the terms of the NEO’s change of control agreement with the company. The annual increase for Messrs. Wold, Keatley and O’Rear assumes that credit for two additional years of service applies to benefits earned under Formula B and two additional years of age applies to benefits earned under Formula A and B following termination of employment. The annual increase for Mr. Stockfish assumes that credit for three additional years of service applies to benefits earned under Formula B and three additional years of age applies to benefits earned under Formula A and B following termination of employment. For Mr. Hagen, the annual increase assumes that credit for two additional years of service and two additional years of age applies to benefits under his former Plum Creek Timber Company, Inc. pension plan following termination of employment. Provisions forSee the CEO are the same except for additional years for service and age are three full years. See discussion under “Pension Benefits”Pension Benefits beginning on page 5546 for more information about these pension plans.
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(4)
| Amounts would includerepresent a lump sumlump-sum payment to assist inwith paying for replacement health and welfare coverage and outplacement services. The amount for Mr. Wold is based on
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| | Devin W. Stockfish | | | 8,761,000 | | | 8,605,691 | | | — | | | 49,464 | | | 17,416,156 | | | | David M. Wold | | | 2,552,000 | | | 505,011 | | | — | | | 49,464 | | | 3,106,475 | | | | Russell S. Hagen | | | 2,940,000 | | | 2,118,525 | | | — | | | 49,464 | | | 5,107,989 | | | | Travis A. Keatley | | | 2,572,000 | | | 802,478 | | | — | | | 49,464 | | | 3,423,942 | | | | Keith J. O’Rear | | | 2,581,000 | | | 2,078,235 | | | — | | | 49,464 | | | 4,708,699 | |
(1)
| Amounts represent a lower tax withholding rate than that used for to the other NEOs. |
| | | | | | | | | | | | | | | | | | | | | | | | Severance | | | | | | | | Name | | Cash (1) ($) | | | Equity (2) ($) | | | Pension ($) | | | Other (3) ($) | | | Total ($) | | | | | | | | Devin W. Stockfish | | | 8,900,000 | | | | 7,624,086 | | | | — | | | | 49,464 | | | | 16,573,550 | | | | | | | | David M. Wold | | | 2,686,000 | | | | 300,806 | | | | — | | | | 39,656 | | | | 3,026,462 | | | | | | | | Russell S. Hagen | | | 3,960,000 | | | | 1,994,543 | | | | — | | | | 49,464 | | | | 6,004,007 | | | | | | | | Travis A. Keatley | | | 3,210,000 | | | | 584,862 | | | | — | | | | 49,464 | | | | 3,844,326 | | | | | | | | Keith J. O’Rear | | | 3,700,000 | | | | 1,956,671 | | | | — | | | | 49,464 | | | | 5,706,135 | | | | | | | | Nancy S. Loewe | | | 2,486,418 | | | | — | | | | — | | | | — | | | | 2,486,418 | |
(1) | Amounts for NEOs other than Ms. Loewe would includecash payment in respect of salary, target bonus and earned annual bonus pursuant to the NEO’s current severance agreement with the company. Amount for Ms. Loewe represents payments actually made to her in connection with her termination of service on May 13, 2022.
|
(2)
| | | 60 | Weyerhaeuser Company
| | |
(2) | ForAmounts represent the value of an additional year of vesting of RSU and PSU awards for involuntary termination without cause due to job elimination (i.e., the elimination of a role or position with the company), vesting of RSU and PSU awards. Awards would continue to vest for one year. Vested options would remain exercisable foryear from the lesserdate of three years or the remaindertermination of the original term. Notwithstanding the additional year of vesting, the three-year vesting period would not be achieved forservice. PSUs granted in 2021 would therefore vest in this circumstance, but PSUs granted in 2022 and 2022,2023 would not vest and no shares would therefore be earned.earned pursuant to these awards.
|
(3)
| Amounts would includerepresent a lump sumlump-sum payment to assist inwith paying for replacement health and welfare coverage. The amount for Mr. Wold is based on a lower tax withholding rate than that used forcoverage and outplacement services.
|
| | Devin W. Stockfish | | | — | | | 26,594,267 | | | — | | | — | | | 26,594,267 | | | | David M. Wold | | | — | | | 3,661,208 | | | — | | | — | | | 3,661,208 | | | | Russell S. Hagen | | | — | | | 6,138,849 | | | — | | | — | | | 6,138,849 | | | | Travis A. Keatley | | | — | | | 4,564,152 | | | — | | | — | | | 4,564,152 | | | | Keith J. O’Rear | | | — | | | 6,092,683 | | | — | | | — | | | 6,092,683 | |
(1)
| Amounts represent the other NEOs. |
| | | | | | | | | | | | | | | | | | | | | | | | Other Severance — Death or Disability | | | | | | | | Name | | Cash ($) | | | Equity (1) ($) | | | Pension ($) | | | Other ($) | | | Total ($) | | | | | | | | Devin W. Stockfish | | | — | | | | 19,643,181 | | | | — | | | | — | | | | 19,643,181 | | | | | | | | David M. Wold | | | — | | | | 1,247,254 | | | | — | | | | — | | | | 1,247,254 | | | | | | | | Russell S. Hagen | | | — | | | | 4,892,761 | | | | — | | | | — | | | | 4,892,761 | | | | | | | | Travis A. Keatley | | | — | | | | 2,293,939 | | | | — | | | | — | | | | 2,293,939 | | | | | | | | Keith J. O’Rear | | | — | | | | 4,816,067 | | | | — | | | | — | | | | 4,816,067 | |
(1) | value of vested RSUs and of PSUs at assumed actual performance. Upon termination due to death or disability, vesting of outstanding RSU awards would accelerate for grants made in 2019, 2020, 2021 and 2022, and for PSU awards granted in 2020, 2021 and 2022,accelerate; the number of shares earned in connection with outstanding PSU awards would be based on actual performance of such awards against the relatedtheir respective performance goals and would vest and be releasedpaid after their respective performance periods conclude. PSU values are therefore an estimate based on (i) actual performance of 100.8 percent for the 2021 PSU awards and paid at(ii) assumed performance of 100 percent for the end2022 PSU awards and 150 percent for the 2023 PSU awards. See footnote (5) of the applicable performance period.Outstanding Equity Awards at 2023 Fiscal Year End table on page 45 for an explanation of these PSU valuation assumptions. |
2024 Annual Meeting & Proxy Statement | 51
| |
TABLE OF CONTENTS Compensation Committee Report
The Compensation Committee acts on behalf of the board of directors to establish and oversee the company’s executive compensation program in a manner that serves the interests of Weyerhaeuser and its shareholders. For a discussion of the committee’s policies and procedures, see Board Committees — Compensation Committee on page 15.12. The company’s management has prepared the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. The Compensation Committee has reviewed and discussed with management the CD &A.&A with management. Based on its review and those discussions, the committee recommended to the board of directors that the CD&A be included in the proxy statement for the company’s 20232024 Annual Meeting of Shareholders. The current members of the Compensation Committee are set forth below. All members of the Compensation Committee participated in the review, discussions and approval of the CD&A included in this proxy statement and remain as members of the board of directors.
Compensation Committee Interlocks and Insider Participation
Messrs. Emmert, Holley, Monaco and MonacoO’Rourke and Ms. Piasecki served on the Compensation Committee during 2022.2023. No person who served on the Compensation Committee during 20222023 was an officer or employee of Weyerhaeuser or any of its subsidiaries during 20222023 or any prior period.period, nor did any such person have a relationship requiring disclosure under Item 404 of Regulation S-K. During 2022,2023, no executive officer of Weyerhaeuser served either as a member of the Compensation Committee or as a director of any company for which any member of the Weyerhaeuser board (including our Compensation Committee) served as an executive officer. | | | | | 2023 Annual Meeting & Proxy Statement | 61
|
Risk Analysis of Our Compensation Programs The Compensation Committee reviews our compensation plans and policies to ensure that they do not encourage unnecessary risk takingrisk-taking and instead encourage behaviors that support sustainable value creation. In 2022,2023, the committee, with the assistance of FW Cook, reviewed the company’s compensation policies and practices for employees, including NEOs, and believes that our compensation programs are not reasonably likely to have a material adverse effect on the company. We believe the following factors reduce the likelihood of excessive risk-taking: The program design provides a balanced mix of cash and equity, short-term and long-term incentives, fixed and performance-based pay, and performance metrics; | | The program design provides a balanced mix of cash and equity, short-term and long-term incentives, fixed and performance-based pay, and performance metrics;
|
Maximum payout levels for incentive awards are capped; | | Maximum payout levels for incentive awards are capped;
|
The Compensation Committee has downward discretion over cash incentive program payouts; | | The Compensation Committee has downward discretion over cash incentive program payouts;
|
Executive officers are subject to share ownership guidelines; | | Executive officers are subject to share ownership guidelines;
|
Compliance and ethical behaviors are integral factors considered in all performance assessments; | | ComplianceThe company has adopted policies prohibiting hedging and pledging by executives and directors; and ethical behaviors are integral factors considered in all performance assessments;
|
| | The company has adopted policies prohibiting hedging and pledging by executives and directors; and
|
The company maintains a compensation recovery policy. | | The company maintains a clawback policy.
|
Our CEO to median employee pay ratio is calculated in accordance with SEC rules and requirements. We identified the median employee by examining the 20222023 total taxable compensation for all active employees, excluding our CEO, who were employed by us on a full- or part-time basis, or seasonally, as of December 31, 2022,2023, and who received taxable compensation in 2022.2023. We excluded only our Japanese employees, because they represent less than 5%5 percent of our total employee population. After excluding our 1210 employees in Japan, our pay ratio was based on 9,2229,464 of the 9,2349,474 total number of our employees who received taxable compensation in 2022.2023. We did not make any assumptions, adjustments or estimates with respect to total taxable compensation other than to exclude certain pre-tax deductions relating to health care expense, and we did not annualize the compensation for any permanent (full-time or part-time) employees thatwho were not employed by us for all of 2022.2023. We believe our use of total taxable compensation for these employees was appropriate because taxable income is a consistently applied compensation measure and the information is reasonably ascertainable. | | 52 | Weyerhaeuser Company |
TABLE OF CONTENTS After identifying the median employee based on total taxable compensation, we calculated the employee’s annual total compensation using the same methodology we use for our named executive officers, as set forth in the 2022 Summary Compensation Table
. Based on this information, we estimate that the total annual compensation of our median employee for 20222023 is $73,864.$100,256. As reported in the Summary Compensation Table , the annual total compensation for our CEO for 20222023 is $12,969,306.$13,022,431. As a result, we estimate that our 20222023 CEO to median employee pay ratio is 176:130:1. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies are likely not comparable to our CEO pay ratioratio. Pay Versus Performance .
As discussed in our Compensation Discussion and Analysis , our executive compensation program is designed to reflect a strong focus on to drive superior financial results and value creation and strongly align our executives’ interests with those of our shareholders. The following table and accompanying disclosures report “compensation actually paid” (“CAP”) to our CEO and the average of such pay to our other NEOs (“Other NEOs”), along with other specified financial performance measures. The amounts shown for CAP are calculated in accordance with SEC rules and do not reflect the actual amount of compensation earned by or paid to our NEOs. Pay Versus Performance Table | | 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)
| | | 62 | Weyerhaeuser Company
|
Pay-Versus-Performance
Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | | | | | | | Summary
Compensation
Table Total | | | | | | Average Summary Compensation Table Total for Other NEOs | | | Average Compensation Actually Paid to Other NEOs | | | | | | Peer Group Total Shareholder Return | | | | | | 1-Year Relative Total Shareholder Return | | | | | | | | | | | | | | 12,969,306 | | | | 6,616,958 | | | | 3,660,540 | | | | 2,012,724 | | | | 114.30 | | | | 114.65 | | | | 1,880 | | | | | | | | | | | | | | | | | | | 12,715,531 | | | | 17,032,291 | | | | 4,028,448 | | | | 4,621,469 | | | | 143.50 | | | | 141.81 | | | | 2,607 | | | | | | | | | | | | | | | | | | | 11,159,069 | | | | 12,495,593 | | | | 4,102,792 | | | | 4,057,420 | | | | 113.07 | | | | 121.07 | | | | 797 | | | | | |
| 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. |
| Represents CAP For Mr. Stockfish, as calculated in accordance with SEC rules. The following table sho
ws shows the adjustments made to CEO total com
pensationcompensation in arriving at CAP for the applicable year. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reported Summary
Compensation
Table Total for CEO | | | Reported Grant Date Fair Value of Equity Awards | | | | | | Reported Change in the Actuarial Present Value of Pension Benefits | | | Pension Benefit Adjustments | | | | | | | | | | | | | | | 12,969,306 | | | | (8,765,081) | | | | 2,153,628 | | | | 0 | | | | 259,105 | | | | 6,616,958 | | | | | | | | | | | | | 12,715,531 | | | | (7,857,107) | | | | 12,240,850 | | | | (326,224) | | | | 259,241 | | | | 17,032,291 | | | | | | | | | | | | | 11,159,069 | | | | (6,942,865) | | | | 8,671,282 | | | | (581,691) | | | | 189,798 | | | | 12,495,593 | |
| | 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 theeach applicable year. |
(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: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year | | | in Fair Value of Outstanding and Unvested Equity Awards Granted in Previous Years | | | 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 | | | | | | | | | | | | 6,470,132 | | | | (4,294,677) | | | | (21,827) | | | | — | | | | 2,153,628 | | | | | | | | | | | | 10,006,950 | | | | 2,141,378 | | | | 92,523 | | | | — | | | | 12,240,850 | | | | | | | | | | | | 7,674,441 | | | | 1,111,101 | | | | (114,259) | | | | — | | | | 8,671,282 | |
2024 Annual Meeting & Proxy Statement | 53
| |
TABLE OF CONTENTS | | 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)
| | epresentsRepresents amounts reported in the Change in Pension Value and Non-QualifiedNonqualified Deferred Compensation Earnings column of the Summary Compensation Table for each applicable year
|
(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. |
| | 2023 | | | 222,135 | | | — | | | 222,135 | | | | 2022 | | | 259,105 | | | — | | | 259,105 | | | | 2021 | | | 259,241 | | | — | | | 259,241 | | | | 2020 | | | 189,798 | | | — | | | 189,798 | |
(3)
| | | | | 2023 Annual Meeting & Proxy Statement | 63
|
| Represents the average of the amounts of total compensation reported for our named executive officers as a group, (excludingexcluding Mr. Stockfish)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; and 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. |
| 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: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Reported
Summary
Compensation
Table Total for | | | Average Reported
Value of Equity
Awards | | | Average Equity Award Adjustments | | | Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits | | | Average Pension Benefit Adjustments | | | Average
Compensation
Actually Paid to
Other NEOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,660,540 | | | | (1,801,157) | | | | 95,212 | | | | (8,647) | | | | 66,776 | | | | 2,012,724 | | | | | | | | | | | | | 4,028,448 | | | | (1,860,787) | | | | 2,790,414 | | | | (367,558) | | | | 30,953 | | | | 4,621,469 | | | | | | | | | | | | | 4,102,792 | | | | (1,817,211) | | | | 2,378,401 | | | | (680,555) | | | | 73,993 | | | | 4,057,420 | |
| | 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 are as follows: |
| | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | 1,050,009 | | | | (516,427) | | | | (20,629) | | | | (417,741) | | | | 95,212 | | | | | | | | | | | | 2,378,529 | | | | 386,926 | | | | 24,959 | | | | — | | | | 2,790,414 | | | | | | | | | | | | 2,018,467 | | | | 414,516 | | | | (54,583) | | | | — | | | | 2,378,401 | |
| | 54 | Weyerhaeuser Company |
TABLE OF CONTENTS (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. |
| | 2023 | | | 69,560 | | | — | | | 69,560 | | | | 2022 | | | 66,776 | | | — | | | 66,776 | | | | 2021 | | | 40,630 | | | — | | | 40,630 | | | | 2020 | | | 73,993 | | | — | | | 73,993 | |
| Represents cumulative TSR of the company for the applicable year. |
| Represents cumulative TSR of the S&P Global Timber and Forestry Index for the applicable year. |
| Represents net income as reported in the company’s audited financial statements for the applicable year. |
| Represents the company’s percentile ranking for the applicable year based on its 1-year
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 1-Year
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
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 1-yearone-year period) in the Pay versus Performance table above.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. |
| | | 64 | Weyerhaeuser Company
| | |
Table
of Financial Performance Measures S
etSet forth below are the financial measures of company performance that the Compensation Committee and the board of directors view as the most important in aligning the interests and incentives of our executives with those of the company and its shareholders. The measures in this table are not listed in order of importance. How we define and use these measures in our executive compensation program, as well as the Compensation Committee’s reasons for choosing them, is discussed in our Compensation Discussion and Analysis, | Most Important Performance Measures | | | | | | | | Relative Total Shareholder Return | | | | Return on Net Assets (RONA) | |
Description of Relationships Between Compensation Actually Paid and Specified Financial Measures The following graphs depict the general relationships between the financial performance measures and CAP amounts set forth above in the Pay-Versus-PerformancePay Versus Performance Table. Fluctuations in CAP are generally driven by:by changes to our stock price; changes to levels of projected and actual achievement of our PSU performance goals (which are based on our total shareholder return relative to that of an industry peer group, measured over a three-year performance period); changes in the degree of achievement of our short-term incentive plan goals; and, for pension service costs, changes to pension formula earnings (base pay and cash bonus) and key actuarial assumptions such as the applicable discount rate. Changes in the composition of our NEOs, particularly those involving newly appointed executive officers with relatively few outstanding equity awards, can also affect CAP from period to period. | | | | | 20232024 Annual Meeting & Proxy Statement | 6555
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TABLE OF CONTENTS | | | | 6656 | Weyerhaeuser Company
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TABLE OF CONTENTS
Item 3. Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers
The Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this Proposal 3, shareholders may indicate whether they would prefer the advisory vote on named executive officer compensation be held once every one, two, or three years.
At the company’s 2011 and 2017 annual shareholders meetings, the company’s shareholders overwhelmingly indicated a preference to hold the advisory vote on executive compensation on an annual basis. Based on the outcome of prior “frequency” advisory votes, as well as our philosophy and practice of actively engaging with shareholders to solicit their views on corporate governance and executive compensation (among other matters), the board of directors has determined to recommend that you vote to continue holding the advisory vote on executive compensation every year.
This vote is advisory and non-binding on the board of directors and the company. However, the board and the Compensation Committee will consider the outcome of this vote in connection with decisions concerning the frequency with which to hold future advisory votes on executive compensation.
You may vote to approve your preferred voting frequency by choosing the option of one year, two years or three years, or you may abstain from voting, on the following resolution:
“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which Weyerhaeuser Company is to hold the shareholder advisory vote to approve the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
The next vote to approve the frequency of future advisory votes on executive compensation will be held at the company’s 2029 annual meeting of shareholders.
| | The board of directors recommends that shareholders vote for the option
of “ONE YEAR” on this advisory proposal to approve the frequency with which shareholders
are asked to vote, on an advisory basis, on the compensation of our named executive officers.
|
| | | | | 2023 Annual Meeting & Proxy Statement | 67
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Item 4.3. Ratify the Selection of the Independent Registered Public Accounting Firm
Evaluation and Appointment of the Independent Auditor The Audit Committee is directly responsible for the selection, appointment, compensation, retention, oversight and termination of our independent registered public accountants, including selection and approval of the lead audit engagement partner. The Audit Committee has appointed the firm of KPMG LLP (“KPMG”), an independent registered public accounting firm, auditedto audit the financial statements and internal control over financial reporting of the company and its subsidiaries for 2022 and has been selected to do so for 2023.2024. Representatives of KPMG LLP are expected to be present at the virtual annual meeting and will be able to make a statement or speak if they wish to do so and will be available to answer appropriate questions from shareholders. The Audit Committee engages in a rigorous annual review of KPMG’s performance, qualifications and independence from the company in deciding whether to reappoint the firm or engage another independent accounting firm. In considering whether or not to reappoint KPMG, the committee meets without KPMG present and considers many factors, including, among other things, the following: KPMG’s independence from Weyerhaeuser and its management, including any factors that may affect KPMG’s objectivity and willingness to be candid about the committee with audit findings; KPMG’s quality control procedures and the quality and effectiveness of KPMG’s historical and recent performance on the company’s audit; External data on KPMG’s audit quality and performance, including PCAOB (Public Company Accounting Oversight Board) reports on KPMG; KPMG’s experience and technical expertise in our industry and the qualifications and experience of the individuals comprising our assigned audit team; The quality, consistency and candor of KPMG’s communications with the committee and management regarding the audit; KPMG’s judgments on critical accounting matters; and Competitiveness of KPMG’s fees, taking into account the size and complexity of the company’s audit. Auditor Tenure and Independence KPMG has served as Weyerhaeuser’s independent auditor since 2002. In considering the firm’s tenure, the Audit Committee takes into account the following benefits of continuing to engage KPMG: Enhanced audit quality and audit efficiency stemming in part from KPMG’s deep familiarity with the company’s business and operations, its accounting policies and practices, and its control framework, as well as KPMG’s extensive experience in the forest products industry; Savings on KPMG audit fees due to increased audit efficiency; and Avoidance of significant disruption and distraction for the company’s management, as well as the added cost and expense associated with changing independent audit firms, including out-of-pocket costs and the time investment necessary to educate and onboard a new audit firm. The Audit Committee also recognizes the importance of KPMG’s independence and believes that KPMG’s tenure as the company’s auditor is not inconsistent with this vital requirement. Among the many factors that the committee believes maintain and help safeguard KPMG’s continued independence are: the committee’s oversight of KPMG, which includes the committee’s strict service and fee preapproval policies (described below) and the limits placed on KPMG’s provision of non-audit services; KPMG’s strong independence practices and procedures; the committee’s rigorous annual review of KPMG, which includes a focused consideration of KPMG’s independence; the mandatory five-year rotation of the lead KPMG audit partner on the company’s audit and the committee’s role in selecting the replacement partner; and the robust regulatory oversight of KPMG by the PCAOB and the SEC, which includes PCAOB inspections of the firm and its audit engagements.
2024 Annual Meeting & Proxy Statement | 57
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TABLE OF CONTENTS Policy on Preapproval of Independent Auditor Services The Audit Committee reviews and approves the services to be provided by the independent auditor and approves all related fees. The authority to approve services may be delegated by the committee to one or more of its members. Currently, this authority is delegated to the Audit Committee chair, Ms. Lewis. If authority to approve services has been delegated to a committee member, any such approval of services must be reported to the committee at its next scheduled meeting and approved by the committee. The Audit Committee has considered the services rendered by KPMG for services other than the audit of the company’s financial statements in 2023 and has determined that the provision of these services is compatible with maintaining the firm’s independence. The Audit Committee approves the audit and non-audit services to be performed by the independent auditor to ensure that the provision of such services does not impair the auditor’s independence. All services, engagement terms, conditions and fees, as well as changes in such terms, conditions and fees must be, and were, approved by the committee in advance. The company was billed for professional services provided during 2023 and 2022 by KPMG in the amounts set out in the following table. The year-over-year increase in fees was due primarily to an increase in KPMG’s cost of service, as well as additional audit-related work in 2023 consisting of internal control review services related to our implementation of enterprise software systems. | | Audit Fees(1) | | | $ 5,154,225 | | | $ 4,793,600 | | | | Audit-Related Fees(2) | | | $556,751 | | | $404,618 | | | | Tax Fees | | | — | | | — | | | | All Other Fees | | | — | | | — | | | | Total | | | $5,710,976 | | | $5,198,218 | |
(1)
| Audit fees for 2022 and 2023 comprise the aggregate fees for professional services rendered by KPMG for the audit of the company’s annual financial statements and review of financial statements included in the company’s Form 10-K and Forms 10-Q, as well as fees for the audit of the company’s internal control over financial reporting. |
(2)
| Audit-related fees for 2022 and 2023 comprise fees for services rendered in support of employee benefit plan audits and internal control review services related to the implementation of enterprise software systems. |
Selection of the company’s independent registered public accounting firm is not required to be submitted to a vote of the company’s shareholders of the company for ratification. However,ratification; however, the board of directors is submitting this matter to the shareholders as a matter of good corporate governance. If the shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain KPMG LLP, and may retain that firm or another without re-submitting the matter to the company’s shareholders. Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the company and the shareholders. The company was billed for professional services provided during 2022 and 2021 by KPMG LLP in the amounts set out in the following table:
| | | | | | | | | | | | Services Provided | | Fee Amount 2022 | | | Fee Amount 2021 | | | | | Audit Fees (1) | | $ | 4,793,600 | | | $ | 4,276,086 | | | | | Audit Related Fees (2) | | $ | 404,618 | | | $ | 246,121 | | | | | Tax Fees | | | — | | | | — | | | | | All Other Fees | | | — | | | | — | | | | | Total | | $ | 5,198,218 | | | $ | 4,522,207 | |
(1) | Audit Fees for 2021 and 2022 include the aggregate fees for professional services rendered by KPMG for the audit of the company’s annual financial statements and review of financial statements included in the company’s Form 10-K and Forms 10-Q. Audit Fees include fees for the audit of the company’s internal control over financial reporting.
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(2) | Audit Related Fees for 2021 and 2022 include fees for services rendered in support of employee benefit plan audits and internal control review services related to the implementation of enterprise software systems.
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The Audit Committee of the board of directors is directly responsible for the selection, appointment, compensation, retention, oversight and termination of our independent registered public accountants. The committee approves the audit and non-audit services to be performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. All services, engagement terms, conditions and fees, as well as changes in such terms, conditions and fees must be approved by the committee in advance.
The Audit Committee annually reviews and approves services to be provided by the independent auditor during the next year and revises the list of approved services from time to time based on subsequent determinations. The committee is of the general view that the independent auditor can provide certain tax services to the company, such as tax compliance and tax technical advice, without impairing the auditor’s independence. The authority to approve services may be delegated by the committee to one or more of its members and the committee may delegate to management the authority to approve certain specified audit related services up to a limited amount of fees. If authority to approve services has been delegated to a committee member or management, any such approval of services must be reported to the committee at its next scheduled meeting and approved by the committee (or by one or more members of the committee, if authorized). The Audit Committee has considered the services rendered by KPMG LLP for services other than the audit of the company’s financial statements in 2022 and has determined that the provision of these services is compatible with maintaining the firm’s independence.
| | | The board of directors recommends that shareholders vote for theoption of “FOR”
the ratification of the appointment of KPMG LLP as Weyerhaeuser’s
independent registered public accounting firm for 2023.2024.
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| | | | 6858 | Weyerhaeuser Company
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TABLE OF CONTENTS The Audit Committee operates pursuant to a written charter that sets forth its duties and responsibilities, which are summarized on page 11. Primary among its responsibilities are oversight of the company’s financial statements and internal control over financial reporting, the audit of these items by the company’s independent auditor and the internal audit group, and the performance and terms of engagement of the independent auditor. The Audit Committee relies on management, our internal audit group and the independent auditor in discharging its responsibilities. Management is responsible for preparing the company’s financial statements and for designing and evaluating the adequacy, quality and effectiveness of internal controls over financial reporting and disclosure controls to ensure compliance with applicable accounting standards, laws, rules and regulations. KPMG, the company’s independent auditor, is responsible for performing an independent audit of the company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing audit reports on the consolidated financial statements and the assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the board of directors. For the fiscal year ended December 31, 2023, the Audit Committee fulfilled the responsibilities outlined in its charter, including, but not limited to, the following: Reviewed and discussed with management and KPMG the company’s annual audited financial statements; | • | Discussed with KPMG the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, and applicable SEC requirements; |
Received the written disclosures and the letter from KPMG required by the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and reviewed, evaluated and discussed with KPMG the written report and its independence from the company; Based on the foregoing reviews and discussions, recommended to the board of directors that the audited financial statements and assessment of internal control over financial reporting be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; Reviewed KPMG’s report on the firm’s internal quality control procedures, as well as the qualifications, performance and independence of the firm and, in consideration of the foregoing and other relevant information, engaged in a rigorous assessment of KPMG’s performance; Met separately in executive sessions four times each with management, the vice president of internal audit and KPMG; Reviewed and discussed with management, the vice president of internal audit and KPMG the scope and plan of their respective audits; Reviewed with KPMG and the vice president of internal audit the outcomes of their respective audits, including their conclusions, significant findings and recommendations, and related management responses; Reviewed and discussed with management, internal audit and KPMG the company’s unaudited quarterly financial statements; Reviewed and discussed with the vice president of internal audit findings during the quarter and their impact, if any, on the company’s internal controls; Reviewed and discussed with management, internal audit, and KPMG the company’s earnings press releases and related financial information during the year; Reviewed with management legal and regulatory matters that could have a material effect on the company’s financial statements; Assessed the performance of the company’s internal audit function; and Assessed its own performance as a committee, as well as the adequacy of its charter. The current members of the Audit Committee are set forth below: 2024 Annual Meeting & Proxy Statement | 59
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TABLE OF CONTENTS Beneficial Ownership of Common Shares
Beneficial Ownership of Directors and Named Executive Officers
The following table shows, as of March 10, 2023,11, 2024, the number of common shares beneficially owned by each current director and named executive officer, and by all current directors and all executive officers as a group, as well as the number of common stock equivalent units owned by each current director and named executive officer, and by all current directors and executive officers as a group, under the company’s deferred compensation plans. Percentages of class have been calculated based upon 732,891,980729,616,628 shares, which was the total number of common shares outstanding as of March 10, 2023. | | | | | | | | | | | Name of Individual or Identity of Group | | Voting and/or Dispositive Powers
(number of common shares)
(1) (2) (3) | | Percent of Class (common shares) | | Common Stock Equivalent Units (4) | | | | | Mark A. Emmert | | 35,687 | | * | | 28,693 | | | | | Russell S. Hagen | | 224,405 | | * | | — | | | | | Rick R. Holley | | 279,668 | | * | | 51,069 | | | | | Travis A. Keatley | | 25,605 | | * | | — | | | | | Sara Grootwassink Lewis | | 21,619 | | * | | 48,118 | | | | | Nancy S. Loewe | | 13,495 | | * | | — | | | | | Deidra C. Merriwether | | — | | * | | 11,260 | | | | | Al Monaco | | 26,555 | | * | | — | | | | | Keith J. O’Rear | | 87,608 | | * | | — | | | | | Nicole W. Piasecki | | 319,732 | | * | | 77,814 | | | | | Lawrence A. Selzer | | 46,099 | | * | | — | | | | | Devin W. Stockfish | | 602,825 | | * | | — | | | | | Kim Williams | | 42,818 | | * | | 79,187 | | | | | David M. Wold | | 37,497 | | * | | — | | | | | Directors and executive officers as a group (15 persons) (5) | | 1,950,730 | | * | | 308,416 |
| | Mark A. Emmert | | | 45,849 | | | * | | | 29,528 | | | | Russell S. Hagen | | | 261,247 | | | * | | | — | | | | Rick R. Holley | | | 245,637 | | | * | | | 60,967 | | | | Travis A. Keatley | | | 39,441 | | | * | | | — | | | | Sara Grootwassink Lewis | | | 21,619 | | | * | | | 55,355 | | | | Deidra C. Merriwether | | | — | | | * | | | 17,425 | | | | Al Monaco | | | 35,452 | | | * | | | — | | | | Keith J. O’Rear | | | 115,159 | | | * | | | — | | | | James C. O’Rourke | | | 4,062 | | | * | | | — | | | | Nicole W. Piasecki | | | 310,818 | | | * | | | 80,078 | | | | Lawrence A. Selzer | | | 56,261 | | | * | | | — | | | | Devin W. Stockfish | | | 724,033 | | | * | | | — | | | | Kim Williams | | | 52,980 | | | * | | | 81,491 | | | | David M. Wold | | | 33,558 | | | * | | | — | | | | Directors and executive officers as a group (16 persons) | | | 2,187,279 | | | * | | | 337,472 | |
*
| Denotes amount is less than 1% 1 percent |
(1)
| Includes the number of shares that could be acquired within 60 days after March 10, 202311, 2024, pursuant to outstanding stock options, as follows: Mr. Stockfish, 161,500129,620 shares; Mr. Wold, 17,3674,402 shares; and the executive officers as a group, 178,867134,022 shares.
|
(2)
| Includes 289,871RSUs granted to nonemployee directors that will vest and be payable on May 9, 2024, (the day prior to the company’s 2024 Annual Meeting of Shareholders), in shares of the company’s common stock, including dividend equivalent units credited to those RSUs through March 11, 2024, as follows: Mr. Emmert, 5,832 shares; Mr. Monaco, 5,832 shares; Mr. O'Rourke, 4,062 shares; Ms. Piasecki, 5,832 shares; Mr. Selzer, 5,832 shares; and Ms. Williams, 5,832 shares. |
(3)
| Includes 304,202 shares for which Ms. Piasecki shares voting and dispositive powers with one or more other persons. Ms. Piasecki disclaims beneficial ownership of these shares. |
(3)(4)
| Amount shown for Ms. Lewis excludes 7,987 shares of common stock that she previously deferred and for which she does not have voting or dispositive power. Ms. Lewis maintains an economic and pecuniary interest in these shares. |
(4)(5)
| Common stockStock equivalent units held as of March 10, 202311, 2024, under the Fee Deferral Plan for Directors or under the company’s compensation deferral plan for executive officers. The common stock equivalent units will be repaid to theeach director at the end of the deferral period in the form of shares of company common stock and to theeach executive officer at the end of the deferral period in the form of cash.
|
(5) | Represents the group of executive officers and directors as of March 10, 2023.
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| | | | | 2023 Annual Meeting & Proxy Statement | 69
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| | 60 | Weyerhaeuser Company |
TABLE OF CONTENTS Beneficial Ownership of Owners of More Than 5%5 Percent of the Company’s Common Shares
The following table shows the number of common shares held by persons known to the company to beneficially own more than 5%5 percent of its outstanding common shares. Percentages of class have been calculated based upon 732,891,980729,616,628 shares, which was the total number of common shares outstanding as of March 10, 2023.11, 2024. | | | Name and Address of Beneficial Owner
| | | of Beneficial Ownership | | | (common shares) | | | | | | BlackRock, Inc. 55 East 52nd Street
50 Hudson Yards
New York, NY 1005510001
| | 58,903,431 | 62,298,566(1) | | 8.0% | 8.5% | | | | | | T. Rowe Price Associates, Inc.
Baltimore, MD 21202
| | 46,308,945 | 48,384,228(2) | | 6.3% | 6.6% | | | | | | Malvern, PA 19355
| | 119,614,485 | 114,970,389(3) | | 16.3% | 15.75% | |
(1)
| Based on a Schedule 13G/A dated February 10, 2023January 25, 2024, in which BlackRock, Inc. reported that as of December 31, 20222023, it had sole voting power over 53,811,23256,136,972 shares and sole dispositive power over 58,903,43162,298,566 shares.
|
(2)
| Based on a Schedule 13G/A dated February 14, 20232024, in which T. Rowe Price Associates, Inc. reported that as of December 31, 20222023, it had sole voting power over 23,777,33424,431,635 shares and sole dispositive power over 46,308,94548,384,228 shares.
|
(3)
| Based on a Schedule 13G/A dated February 9, 202313, 2024, in which The Vanguard Group reported that as of December 30, 202229, 2023, it had shared voting power over 980,104890,331 shares, sole dispositive power over 116,709,862111,987,158 shares and shared dispositive power over 2,904,6232,983,231 shares.
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Information About Securities Authorized for Issuance Under Our Equity Compensation Plans
The following table describes, as of December 31, 2022,2023, the number of shares subject to outstanding equity awards under the company’s 2022 Long-Term Incentive Plan (“2022 Plan”) and 2013 Long-Term Incentive Plan (“2013 Plan”), and the weighted average exercise price of outstanding stock options. The 2022 Plan was approved by shareholders at the 2022 Annual Meeting of Shareholders and replaced the 2013 Plan. There remain outstanding under the 2013 Plan awards of restricted stock units, performance share units and stock options, but no new awards may be granted under the plan.2013 Plan. The following table shows the number of shares available for issuance under the 2022 Plan and the 2013 Plan. | | | | | | Number of Securities Toto Be
Warrants and Rights (A)
(Column A)
| | | Weighted Average Exercise
Rights (B)
(Column B) | | | Compensation Plans
(Excluding (Excluding Securities Reflected
in Column (A)) (C)
(Column C) | | | | | | | Equity compensation plans
| | 3,968,000 | 3,871,000 (1) | | | | $10.8030.04 (2) | | | 21,276,000 | | 21,984,000 | | | | | | | Equity compensation plans
not approved by security holders
| | — | — | | | — | | | — | | — | | | | Total | | | Total
| | 3,968,0003,871,000 (1) | | | | $10.80$30.04 (2) | | | 21,276,000 | | 21,984,000 | |
(1)
| Includes 1,573,0001,701,000 restricted stock units and 962,000984,000 performance share units.
|
(2)
| Because there is noThe weighted-average exercise price associated withis calculated based solely on the exercise price of outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units and performance share units, excludingwhich have no exercise price. Including these stock units, the weighted average price calculation would be $29.91.$9.20.
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2024 Annual Meeting & Proxy Statement | 61
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TABLE OF CONTENTS Future Shareholder Proposals
We anticipate that our 2024 annual meeting2025 Annual Meeting of shareholdersShareholders will be held on May 10, 2024.9, 2025. Shareholders who wish to present proposals in accordance with SEC Rule 14a-8 for inclusion in the company’s proxy materials to be distributed in connection with our 20242025 annual meeting must submit their proposals so they are received by the Corporate Secretary at the company’s principal executive offices no later than the close of business on November 30, 2023.27, 2024. To be in proper form, a shareholder proposal must meet all applicable requirements of SEC Rule 14a-8. Simply submitting a proposal does not guarantee that it will be included.
Our bylaws provide that a shareholder may bring business (other than nominations for the election of directors, which is discussed below) before our annual meeting if it is appropriate for consideration at an annual meeting and is properly presented for consideration. If a shareholder wishes to bring such business at a meeting for consideration under the bylaws rather than under SEC Rule 14a-8, the shareholder must give the Corporate Secretary written notice of the shareholder’s intent to do so. The notice must be delivered to the Corporate Secretary no earlier than January 13, 202410, 2025, and no later than February 12, 2024.9, 2025. However, if the date of the annual meeting is advanced more than 30 days prior to suchthe first anniversary date of this year's annual meeting or delayed more than 70 days after such anniversary date, then the notice must be received no earlier than 120 days prior to such annual meeting and no later than the close of business on the later of (i) the 70th day prior to the date of such annual meeting or (ii) the 10th day following the day on which public disclosure of the date of the annual meeting was first made by the company. To be in proper form, the notice must include specific information as described in Article II of our bylaws.
A shareholder who wishes to submit a proposal is strongly encouraged to consult independent counsel about our bylaws and SEC requirements. The company reserves the right to, as applicable, reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with our bylaws or SEC or other applicable requirements for submitting a proposal.
Shareholder Recommendations and Nominations of Directors
Subject to the requirements under our bylaws, any shareholder entitled to vote in the election of directors or other matters to be brought before a shareholder meeting may nominate one or more persons for election as directors. Differing procedures apply depending on whether or not a shareholder is nominating a candidate for inclusion in our proxy materials. The following is only a brief summary of the rules and requirements applicable to either of such nominations. In addition, any shareholder may recommend to the Governance and Corporate Responsibility Committee for its consideration a director nominee for election to the board.
Proxy Access Shareholder Nominations
The company’s bylaws permit a qualifying shareholder, or a group of up to 20 qualifying shareholders, to nominate directors for election to the board and include their nominations and certain related information in the company’s proxy materials. Only shareholders (including a group of up to 20 shareholders) who have owned at least 3%3 percent of the company’s outstanding common stock continuously for at least three years are eligible. A qualifying shareholder or group of shareholders may nominate directors for up to the greater of two director positions or 20%20 percent of the board. Both the nominating shareholder(s) and the director nominee(s) must satisfy various requirements as specified in our bylaws. The nomination will be effective only if, among other requirements, the shareholder delivers written notice of intent to make a nomination to the Corporate Secretary not less than 120 days or more than 150 days before the first anniversary of the date that the company first sent its proxy statement for the prior year’s annual meeting of shareholders (no later than November 30, 202327, 2024, or sooner than October 31, 202328, 2024, for the 20242025 Annual Meeting of Shareholders); provided, however, that if the date of the annual meeting is advanced more than 30 days before or delayed by more than 30 days after such anniversary date, notice must be given not earlier than the 150th day and not later than the close of business on the later of (i) the close of business on the 120th day before such annual meeting or (ii) the 10th day following the day on which public disclosure of the date of such meeting is first made. | | | | | 2023 Annual Meeting & Proxy Statement | 71
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The requirements and conditions that apply for shareholder nominations to be included in the company’s proxy materials can be found in Article II of the bylaws.
Other Shareholder Nominations
The company’s bylaws also permit shareholders to nominate director candidates for election to the board without inclusion in the company’s proxy materials. The nomination will be effective only if, among other requirements, the shareholder delivers written notice of the shareholder’s intent to make a nomination to the Corporate Secretary not less than 90 days or | | 62 | Weyerhaeuser Company |
TABLE OF CONTENTS more than 120 days prior to the annual meeting. However, if the company sends notice or publicly discloses the date of the meeting less than 100 days before the date of the annual meeting, the shareholder must deliver the notice to the Corporate Secretary not later than the close of business on the 10th day following the day on which the notice of meeting date was mailed or publicly disclosed, whichever occurs first.
The requirements and conditions that apply for shareholder nominations not included in the company’s proxy materials can be found in Article III of the bylaws.
Whether a shareholder nomination is included in the company’s proxy statement or not, to be in proper form, a shareholder’s notice must include specific information concerning the shareholder and the nominee as described in our bylaws and in applicable SEC rules. In addition, to be eligible to be a nominee for director, the nominee must be able to make certain disclosures and representations to, and agreements with, the company, all as set forth and described in our bylaws.
A shareholder who wishes to submit a nomination is strongly encouraged to consult independent counsel about our bylaws and SEC requirements. The company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposalnomination that does not comply with our bylaws or SEC or other applicable requirements for submitting a nomination. Shareholders may request a copy of our bylaws from our Corporate Secretary by writing to the address provided below.in Communicating with the Corporate Secretary. Our bylaws are also available on our website at investor.weyerhaeuser.com/policies-documents.
In addition to satisfying the requirements under our bylaws with respect to advance notice of any nomination, any shareholder thatwho intends to solicit proxies in support of director nominees other than the company’s nominees must comply with all the requirements of Rule 14a-19.
Shareholder Recommendations to the Nominating Committee
The Governance and Corporate Responsibility Committee will consider nominees for the board of directors recommended by shareholders. If a shareholder wishes to recommend a nominee for election to the board, he or shethe shareholder should write to the Governance and Corporate Responsibility Committee specifying the name of the nominee and the nominee’s qualifications for membership on the board of directors, along with evidence of the shareholder’s share ownership and the nominee’s willingness to serve, if elected. See Board Composition and Consideration of Director Nominees on page 2016 for a summary of director qualifications and selection criteria. Recommendations will be brought to the attention of, and be considered by, the Governance and Corporate Responsibility Committee.
Communicating Withwith the Corporate Secretary
Notices and other communications relating to items of business to be presented and considered at the annual meeting (shareholder proposals, director nominations and other items of business), as well as communications directed to the Governance and Corporate Responsibility Committee concerning shareholder recommendations of director nominees, are required to be delivered to the Corporate Secretary. Such notices and communications must be sent to Kristy T. Harlan, Senior Vice President, General Counsel and Corporate Secretary, Weyerhaeuser Company, 220 Occidental Avenue South, Seattle, WAWashington 98104. 2024 Annual Meeting & Proxy Statement | 63
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TABLE OF CONTENTS Information About the Meeting
Attending and Participating at the Annual Meeting
The 20232024 Annual Meeting of Shareholders will be held “virtually”virtually by means of an audio webcast on Friday, May 12, 2023,10, 2024, beginning at 8:00 a.m. Pacific Time. There will be no physical meeting location.
Access to the Audio Webcast
Access to the webcast will open approximately fifteen15 minutes prior to the start of the annual meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time.
To attend and participate atin the annual meeting, log in at www.virtualshareholdermeeting.com/WY2023.WY2024. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.
Technicians will be available to assist you with any technical difficulties you may experience when trying to access the virtual meeting. If you experience any such difficulties, please call the support number posted on the virtual shareholder meeting login page at www.virtualshareholdermeeting.com/WY2023.WY2024.
Once online access to the 20232024 annual meeting is open, shareholders may submit questions if any, on www.virtualshareholdermeeting.com/WY2023.WY2024. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.
On or about March 29, 2023,27, 2024, we began distributing to each shareholder entitled to vote at the annual meeting either (i) a Notice of Internet Availability of Proxy Materials; or (ii) this proxy statement, a proxy card and our 20222023 Annual Report to Shareholders and Form 10-K. The Notice of Internet Availability of Proxy Materials contains instructions on how to: ● | | Electronically access our proxy statement and our 2022 Annual Report to Shareholders and Form 10-K;
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● | | Vote via internet at www.proxyvote.com, vote by scanning the QR code with your mobile device, or vote at the virtual shareholder meeting; and
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● | | Receive a paper copy of our proxy materials by mail, if desired.
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Electronically access our proxy statement and our 2023 Annual Report to Shareholders and Form 10-K; Vote, either via the internet at www.proxyvote.com, by scanning the QR code on your proxy card with your smartphone, by phone or at the virtual shareholder meeting; and Receive a paper copy of our proxy materials by mail, if desired. Shares represented by a properly executed and timely received proxy will be voted in accordance with instructions provided by the shareholder. If a properly executed and timely received proxy contains no specific voting instructions, the shares represented by any such proxy will be voted in accordance with the recommendations of the board of directors. Proxies are solicited by the board of directors of the company.
Shareholders Entitled to Vote
Common shareholders of record at the close of business on the record date of March 10, 202311, 2024, are eligible to vote at the annual meeting. On that date, 732,891,980729,616,628 common shares were outstanding. Each common share entitles the holder to one vote on the items of business to be considered at the annual meeting. | | | | | | 2023 Annual Meeting & Proxy Statement64 | 73Weyerhaeuser Company
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TABLE OF CONTENTS Vote Required for Items of Business
The presence, virtually or by proxy, of holders of a majority of Weyerhaeuser’s outstanding common shares is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and “broker non-votes”nonvotes” (explained below) are counted for purposesthe purpose of determining the presence or absence of a quorum. Under Washington law and the company’s Articles of Incorporation and bylaws, if a quorum is present at the meeting: ●• | | Item 1 — Each nominee for election as a director will be elected to the board of directors if the votes cast “for” such nominee exceedsexceed the votes cast “against” the nominee;
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●• | | Item 2 — The advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement will be approved if the votes cast “for” the proposal exceed the votes cast “against” the proposal; and
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●• | | Item 3 — The frequency (every one, two or three years) that receives the greatest number of votes cast will be the frequency selected by shareholders with respect to the advisory vote to select the frequency with which future advisory votes to approve executive compensation will be held; and
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● | | Item 4 — Ratification of the selection of KPMG LLP as our independent registered public accounting firm for 20232024 will be approved if the votes cast “for” the proposal exceed the votes cast “against” the proposal.
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Abstentions and Broker Non-VotesNonvotes Abstentions, “broker non-votes” (explained below)nonvotes” and failure to cast a vote are not considered “votes cast” and will therefore have no effect on the voting outcome of Item 1 (Election of Directors), Item 2 (Advisory Vote to Approve the Compensation of the Named Executive Compensation),Officers) or Item 3 (Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation) or Item 4 (Advisory Vote(Vote to Ratify Auditor Appointment)the Selection of the Independent Registered Public Accounting Firm). A “broker non-vote”nonvote” occurs on an item of business when a registered shareholder does not vote its client’s shares on the item but votes on another matter presented at the meeting. This typically occurs when the registered shareholder (usually a broker or bank) has either voting instructions from its client or discretionary voting authority under NYSE rules to vote on one item of business and not on other items.
Brokers and other share custodians do not have discretion to vote on non-routinenonroutine matters unless the beneficial owner of the shares has given explicit voting instructions. Consequently, if you do not give your broker or share custodian explicit voting instructions, your shares will not be voted on Items 1 2 or 32 and your shares will instead be considered “broker non-votes”nonvotes” on each such item. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for 20232024 is considered a routine matter and, as such, your broker or share custodian of record is entitled to vote your shares on such proposal inat its discretion if you do not provide voting instructions on that item.item, and such vote would be included in determining whether a quorum exists for holding the annual meeting. Options for Casting Your Vote
You may vote your common shares in one of several ways, depending upon how you own your shares.
If you are a shareholder of record, you can vote any one of four ways: ●• | | Vote on the Internet — Go to www.proxyvote.com and follow the instructions. You will need to have your control number (from your Notice of Internet Availability of Proxy Materials or proxy card) with you when you go to vote on the website.
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●• | | Vote at the Virtual Meeting — You will be able to vote your shares at the virtual meeting using your control number (from your Notice of Internet Availability of Proxy Materials or proxy card).
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●• | | Vote by Phone — Call 1-800-690-6903 and follow the instructions. You will need to have your control number (from your Notice of Internet Availability of Proxy Materials or proxy card) with you when you call.
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●• | | Vote by Mail — Complete, sign, date and return your proxy card in the envelope provided with your proxy materials in advance of the meeting.
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If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares.
Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary prior to the | | | 74 | Weyerhaeuser Company
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virtual annual meeting or by timely executing and delivering, by internet or telephone, another proxy dated as of a later date. You may also revoke a previously issued proxy by voting at the virtual annual meeting. 2024 Annual Meeting & Proxy Statement | 65
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TABLE OF CONTENTS Proxies are solicited by the board of directors. All expenses of soliciting proxies will be paid by the company. Proxies may be solicited personally or by telephone, mail, email or the Internetinternet by directors, officers or employees of the company, but the company will not pay any compensation for such solicitations. The company expects to pay fees of approximately $20,000 for assistance by Innisfree M&A Incorporated in the solicitation of proxies. In addition, the company will reimburse brokers, banks and other persons holding shares as nominees for their expenses related to sending material to their principals and obtaining their proxies.
Duplicative Shareholder Mailings
Many of our registered and beneficial shareholders hold their shares in multiple accounts or share an address with other shareholders, which results in unnecessary and costly duplicate mailings of our proxy materials to shareholders. You can help us avoid these unnecessary costs as follows: ●• | | Shareholders of Record — If your shares are registered in your own name and you would like to consent to the delivery of a single Notice of Internet Availability of Proxy Materials, proxy statement or annual report, you may contact our transfer agent, Computershare, by mail at PO Box 43006, Providence, RI 02940-3078, or by telephone at 1-800-561-4405.
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●• | | Beneficial Shareholders — If your shares are held of record by a broker, bank or other custodian rather than in your own name, please contact a representative of the holder of record for instructions.
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●• | | Right to Request Separate Copies — If you consent to the delivery of a single Notice of Internet Availability of Proxy Materials, proxy statement or annual report, but later decide that you would prefer to receive a separate copy of any of these materials, please notify Computershare using the contact information above if you are a registered shareholder of record, or contact your broker, bank or other holder of record if you are a beneficial shareholder.
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20222023 Annual Report to Shareholders and Form 10-K
This proxy statement has been preceded or accompanied by the company’s 20222023 Annual Report, which also includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. These materials are also available at www.proxyvote.com. The 20222023 Annual Report contains audited financial statements and other information about the company. Except for those pages specifically incorporated into this proxy statement, such report is not to be deemed a part of the proxy soliciting material.
Our Annual Report on Form 10-K, including financial statements, is available on our website at investor.weyerhaeuser.com/sec-filings and on the SEC’s website at www.sec.gov. We will also provide without charge to each person solicited pursuant to this proxy statement, upon the written request of any such person, a copy of our Annual Report on Form 10-K. Requests should be in writing and addressed to the attention of Investor Relations, 220 Occidental Avenue South, Seattle, Washington 98104. Alternatively, you can order a hard copy by visiting our website at investor.weyerhaeuser.com/faq and thenunder “How can I get a copy of the most recent annual report?”.
In the event that any matter not described herein is properly presented for a shareholder vote at the annual meeting or any adjournment thereof, the persons named in the form of proxy will vote in accordance with their best judgment. At the time this proxy statement went to press, the company knew of no other matters that might be presented for shareholder action at the annual meeting.
| | | | | | 2023 Annual Meeting & Proxy Statement66 | 75Weyerhaeuser Company
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TABLE OF CONTENTS Reconciliation of Non-GAAP Measures to GAAP We use
Adjusted EBITDA as a key(earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold and special items) and Adjusted FAD (funds available for distribution) represent financial measures that are calculated other than in accordance with GAAP. These non-GAAP measures should not be considered in isolation from, and are not alternatives to, our results reported in accordance with U.S. GAAP. However, we believe these measures provide meaningful supplemental information to investors about our operating performance measure to evaluate the performance of the company.and liquidity position, better facilitate period-to-period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA and Adjusted FAD may be different from similarly titled measures reported by other companies. We use Adjusted EBITDA as weto evaluate the company’s operating performance. We define it, isAdjusted EBITDA as operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.
The table below reconciles consolidated Adjusted EBITDA to consolidated net earnings, as that is the most directly comparable U.S. GAAP measure. | | | | | | | Dollar Amounts in Millions | | 2022 | | Net earnings | | $ | 1,880 | | Interest expense, net of capitalized interest | | | 270 | | Loss on debt extinguishment (1) | | | 276 | | Income taxes | | | 425 | | Net contribution to earnings | | $ | 2,851 | | Non-operating pension and other post-employment benefit costs (2) | | | 254 | | Interest income and other | | | (25) | | Operating income | | $ | 3,080 | | Depreciation, depletion and amortization | | | 480 | | Basis of real estate sold | | | 84 | | Special items included in operating income (3) | | | 10 | | Adjusted EBITDA | | $ | 3,654 | |
| | Net earnings | | | $Loss on debt extinguishment is a pre-tax839 special item related | | | | Interest expense, net of capitalized interest | | | 280 | | | | Income taxes | | | 98 | | | | Net contribution to the early extinguishment of $931 million of debt.earnings | | | $1,217 | |
(2) | Non-operatingNonoperating pension and other post-employmentpostemployment benefit costs includes a
| | | 45 | | | | Interest income and other | | | (76) | | | | Operating income | | | $pre-tax1,186 special item consisting | | | | Depreciation, depletion and amortization | | | 500 | | | | Basis of a $205 million non-cash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of a group annuity contract.real estate sold | | | 93 | | | | Special items included in operating income (1) | | | (85) | | | | Adjusted EBITDA | | | $1,694 | |
(3)(1)
| Operating income includes a pre-tax special itemitems consisting of an $84 million gain on the sale of timberlands, a $10$25 million legal benefit, a $14 million insurance recovery, $27 million of legal expense and an $11 million noncash impairment charge related to the planned divestiture of legacy coal assets.environmental remediation charge.
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The table below reconciles Adjusted EBITDA to operating income for our Natural Climate Solutions business. We reconcile Adjusted EBITDA for this business to Operating Incomeoperating income (rather than net earnings) because we do not allocate interest expense, income taxes and non-operatingnonoperating pension expense to our business segments. | | Dollar Amounts in Millions
| | 2022 | 2023 | | | Operating income | | | $$3235 | | | Depreciation, depletion and amortization | | | (1)1 | | | Basis of real estate sold | | | (10)11 | | | Adjusted EBITDA | | | $4347 | |
The table below reconciles consolidatedWe use Adjusted Funds Available for Distribution (Adjusted FAD) to consolidated net cash from operations, as that is the most directly comparable U.S. GAAP measure. Adjusted FAD is a non-GAAP measure that management uses to evaluate the company’s liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurringnonrecurring items. Adjusted FAD measures cash generated during the period (net of capital expenditures and significant nonrecurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions and other discretionary and nondiscretionary capital allocation activities. | | | | | | | Dollar Amounts in Millions | | 2022 | | Net cash from operations | | $ | 2,832 | | Capital expenditures | | | (468) | | Adjustments to FAD (1) | | | (37) | | Adjusted FAD | | $ | 2,327 | |
The foregoing non-GAAP measures should not be considered in isolation from, and are not intended to represent alternatives to, our results reported in accordance with U.S. GAAP. However, we believe these measures provide meaningful supplemental information for our investors about our operating performance, better facilitates period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.
| Millions | | | 2023 | | | | Net cash from operations | | | $1,433 | | | | Capital expenditures | | | (447) | | | | Adjusted FAD | | | $2023986 | |
(Appendix A continued on next page)
2024 Annual Meeting & Proxy Statement | A-1
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TABLE OF CONTENTS
FOR MORE INFORMATION, VISIT investor.weyerhaeuser.com
WORKING TOGETHER TO BE THE WORLD’S PREMIER TIMBER,
LAND, AND FOREST PRODUCTS COMPANY
Operating Performance Comparisons Data used for peer rankings are sourced from public filings and results for all comparator companies (including Weyerhaeuser) are based solely on North American operations. Peer comparators for our Wood Products manufacturing businesses (lumber, oriented strand board and engineered wood products) are Boise Cascade Company, Canfor Corporation, Interfor Corporation, Louisiana-Pacific Corporation and West Fraser Timber Co. Ltd. For lumber margin calculations, expenses for softwood lumber countervailing and anti-dumping duties are included for all comparator companies. Peer comparators for our Timberlands business are the National Council of Real Estate Investment Fiduciaries (NCREIF) Timberland Index and Rayonier Inc. To improve comparability with peer disclosures, results for our Timberlands segment include non-timber income otherwise reported in our Energy and Natural Resources business.
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SCAN TO VIEW MATERIALS & VOTE w WEYERHAEUSER COMPANY 220 OCCIDENTAL AVE S VOTE BY INTERNET SEATTLE, WA 98104 Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 11, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/WY2023 You may attend the meeting via the Internet and vote during the meeting. Have available the information that is printed in the box marked by the arrow below and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 11, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V01281-P85535 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY WEYERHAEUSER COMPANY The Board of Directors recommends you vote FOR each of the nominees for director in the following proposal: 1. Election of Directors Nominees: For Against Abstain 1a. Mark A. Emmert ! ! ! The Board of Directors recommends you vote FOR the For Against Abstain following proposal: 1b. Rick R. Holley ! ! ! 2. Approval, on an advisory basis, of the compensation of ! ! ! the named executive officers. 1c. Sara Grootwassink Lewis ! ! ! The Board of Directors recommends you vote 1 Year 2 YearsTABLE OF CONTENTS
0000106535 3 Years Abstain 1 Year on the following proposal: 1d. Deidra C. Merriwether ! ! ! 3. Approval, on an advisory basis, of the ! ! ! ! frequency of future advisory votes on the compensation of the named executive officers. 1e. Al Monaco ! ! ! The Board of Directors recommends you vote FOR the For Against Abstain 1f. Nicole W. Piasecki ! ! ! following proposal: 1g. Lawrence A. Selzer ! ! ! 4. Ratification of the selection of independent registered ! ! ! public accounting firm for 2023. 1h. Devin W. Stockfish ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1i. Kim Williams ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date2023-01-01 2023-12-31
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 2023 Notice and Proxy Statement and 2022 Annual Report are available at www.proxyvote.com. V01282-P85535 ANNUAL MEETING OF SHAREHOLDERS MAY 12, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick R. Holley, Devin W. Stockfish and Kristy T. Harlan, and each of them with full power to act without the other and with full power of substitution, as proxies to represent and to vote, as directed herein, all shares the undersigned is entitled to vote at the Annual Meeting of Shareholders of Weyerhaeuser Company to be held at www.virtualshareholdermeeting.com/WY2023, on Friday, May 12, 2023, at 8:00 a.m., Pacific Time, and all adjournments or postponements thereof. Shares will be voted as directed on the reverse side of this proxy card and in the discretion of the proxy holders as to any other matter that may properly come before the Annual Meeting of Shareholders. If the proxy card is signed and returned without specific instructions for voting, the shares will be voted in accordance with the recommendations of the Board of Directors. Continued and to be signed on reverse side
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