WY Weyerhaeuser Company

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This proxy statement contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and reference or suggest the anticipated occurrence of events or accomplishments in the future. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in our 2024 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company’s business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

 

We are pleased to invite you to attend our company’s annual meeting of shareholders. This is an exciting time for our company. Weyerhaeuser is celebrating a major milestone this year — the 125th anniversary of our founding in 1900 — and we continue to build on our legacy as a global leader in sustainable forestry and wood products manufacturing.

This past year, we grew the value of our timberlands portfolio, announced plans to build a new TimberStrand® engineered wood products facility in Arkansas, increased our dividend and returned $735 million in cash to shareholders, and delivered strong relative performance across all our businesses. We also expanded our Natural Climate Solutions offerings, advanced our expertise and market leadership on forest carbon credits and enhanced our strong ESG foundation. All of these actions strengthened our company and created significant long-term value for our shareholders, and we achieved these results despite managing through extremely challenging market conditions. We look forward to sharing more about our accomplishments and covering other business matters at the annual meeting.

 

 

IMPORTANT NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 9, 2025: Our Proxy Statement and our Annual Report to Shareholders and Form 10-K are available free of charge at www.proxyvote.com.

 

We maintain an appropriate balance of skills

and backgrounds to provide sound guidance

over the company’s business.

 

The primary goals of our executive compensation program are to attract and keep the best people and to align their pay with the creation of shareholder value through a strong pay-for-performance model. The Compensation Committee believes that our compensation program is working effectively.

 

The Audit Committee annually evaluates the performance of KPMG LLP (“KPMG”) and has determined that selecting KPMG to perform audit services for the company in 2025 is in the company’s and shareholders’ best interests. KPMG is a prominent national audit firm that has significant experience in the forest and wood products industry. The firm provides minimal non-audit services to the company, which bolsters its independence.

 

Our performance in 2024 reflects solid execution against a challenging market backdrop, and we continued to demonstrate the durability of our portfolio and capital allocation framework across market cycles. We made progress against all of the levers of our investment thesis in 2024, all focused on driving long-term value for shareholders. Notably, we grew the value of our timberlands portfolio and Natural Climate Solutions (“NCS”) business, announced a strategic Wood Products growth opportunity, maintained strong relative performance across our businesses, enhanced our strong ESG foundation and returned a significant amount of cash to shareholders through our base dividend and opportunistic share repurchases. In the face of very difficult market conditions, we generated full-year net earnings of $396 million, Adjusted EBITDA^* of approximately $1.3 billion, net cash from operations of $1.0 billion and Adjusted FAD^* of $567 million.

 

Sustainability is one of the core values of our company and has been fundamental to our operations for nearly 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.

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. These priorities are also reflected in our annual incentive compensation plan goals.

We are proud of our stellar 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:

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 on the lands where we source wood, 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.

Since 2021, we have provided a comprehensive accounting of our carbon inventory — that is, how much carbon dioxide we emit and remove from the atmosphere each year through our forests and operations — in our annual, award-winning and industry-leading Carbon Record. Compiling this information has been no small task and involves closely tracking a range of data, including the electricity and fossil fuel we use at our manufacturing sites, the fertilizer we apply to our timberlands, the fuel used by our logging trucks and the refrigerants needed to keep our seedlings cool. Our team came up with groundbreaking ways to quantify the amount of carbon removed by our forests. We are proud of this work and our leadership in demonstrating the enormous positive climate impact of our working forests and wood products. In 2024, we published our GHG Inventory Principles to further cement our leadership in carbon accounting integrity.

Nature is crucial to the longevity of our business and our bottom line, creating both risks and opportunities now and in the future. In 2024, we completed a years-long process to bring our approach to identifying and addressing nature in alignment with global expectations. With the hard work of people across the company, we developed our Nature Perspective, a comprehensive assessment of our nature-related dependencies, impacts, risks and opportunities that informs our operations and aligns our nature-related disclosures with the recommendations of the Taskforce on Nature-related Financial Disclosures. This provides structure, guidance and vision to strengthen the way our teams consider and manage nature as a core component of our work and provides greater transparency into how we lead and operate.

 

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.

To sustain our business over time, we need to excel at attracting, engaging, developing and retaining talented people at all levels of the company. To achieve this, we spend significant time and resources on recruiting, onboarding, training, coaching, leadership development, career planning and succession planning. We also take steps to ensure our pay and benefits offerings are competitive and our workplace culture is inclusive and rewarding.

 

We know our strong workplace culture is one reason many people join our company and choose to stay. We are intentional about the kind of culture we are trying to build, and each year we focus on maintaining what is great and improving what could be better. Our values — safety, integrity, citizenship, sustainability and inclusion — form the core of our culture, and we take specific steps to nurture each one and measure our progress. This includes actions such as surveying employee perception of our safety program, rolling out training on ethical business conduct, conducting companywide citizenship events, educating employees about our sustainability activities and promoting inclusive leadership behaviors and psychological safety on our teams.

We are actively engaged in the communities where we operate, providing support through charitable giving and volunteer hours. Among our efforts, we support two signature programs focused on creating thriving rural communities as part of our 3 by 30 Sustainability Ambitions, which can be found on our website at weyerhaeuser.com/sustainability/3by30/:

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. In 2024, we launched our second THRIVE community effort in Raymond, Washington.

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, further youth education and workforce development opportunities at both the local and national level.

Additionally, in 2024 we provided disaster relief funding to communities and employees affected by Hurricane Helene and supported communities in which we live and operate. We also launched our “Tools for Schools” giving campaign, which is focused on youth education and workforce development by helping provide educational programs in our communities and the resources and supplies they need for students to be successful.

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.

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 NYSE standards and Securities and Exchange Commission (“SEC”) requirements. A director may be determined to be independent only if the board has concluded that he or she has no direct or indirect material relationship with the company that would negatively impact his or her independence. 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 2024 is independent in accordance with applicable NYSE and 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.

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:

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.

The board’s primary committees are the Audit, Compensation, and Governance and Corporate Responsibility Committees. The board of directors has determined that these committees are comprised exclusively of independent directors and, in the case of the Audit Committee and Compensation Committee, include members who meet the enhanced independence requirements of the SEC and the NYSE for service on those committees. The board has also determined that Sara Grootwassink Lewis, Deidra C. Merriwether and Kim Williams each qualify as an audit committee financial expert as that term is defined by SEC rules and that each member of the Audit Committee meets the requirements for financial literacy under NYSE listing rules. 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.

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, including risks related to artificial intelligence.

The board stays informed of each committee’s oversight of its assigned areas of risk, which are summarized in the following section, Summary of Board Risk Oversight, 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.

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 and controls.

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 also reports to the Governance and Corporate Responsibility Committee on matters relating to ethics and compliance and to our full board of directors on matters relating to risk. 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, safety performance and 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.

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 exceeds $120,000 and a related person has a direct or indirect material interest. “Related persons” are directors and executive officers or members 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.

During 2024, no related party transactions were either approved or considered, nor are there any currently proposed related party transactions.

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- 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. As a result, the company maintains a deep bench of executive talent with a roster of “ready now” candidates who can step in and assume significant leadership roles when the opportunity or need is presented.

Our board strives to discharge its oversight responsibilities to our shareholders with optimal effectiveness. This requires bringing together the right combination of individual board members to achieve the right mix of skills, experiences and backgrounds that are relevant to the company’s business and strategies. Always with this goal in mind, the board maintains a rigorous and thoughtful process for selecting new members and planning for director succession. The Governance and Corporate Responsibility Committee considers the company’s board oversight needs, both current and anticipated (for example, directors nearing our mandatory retirement age), and weighs those needs against the board’s current composition. It also considers other factors such as optimal board size. The committee reports back to the board with its assessments, particularly when anticipating near- and mid-term director retirements.

Our Corporate Governance Guidelines provide that the board should encompass a diverse range of skills, experiences and backgrounds 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 listing standards and any specific requirements established by the board. As a baseline, each director is expected to:

Examples of desired skills and backgrounds include:

In addition to targeted skill areas, the board also seeks to have a membership that has diverse perspectives as informed by diverse gender, racial, ethnic and national backgrounds.

It is imperative that each member of the board of directors understands our business, strategies and operating performance, as well as the broader range of risks and challenges that we face. With that in mind, our non-executive directors participate in our comprehensive onboarding and orientation process. We also encourage our directors to pursue continuing education through several different programs, such as providing membership in the National Association of Corporate Directors. Directors also meet with members of senior management and other company employees at formal board and board committee meetings as well as informally between meetings. And through participation on the board and each of its committees, directors hear presentations by members of management and, when necessary or advisable, third-party advisors, about the company and its business affairs. On an annual basis, directors also travel to one of our sites for a tour of operations where they participate in presentations and discussions with local employees. For 2024, this tour was conducted at our Holden lumber mill and nearby timberlands in Louisiana.

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.

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 led to meaningful improvements. The board chair also solicits and gathers feedback from directors throughout the year and this information is shared and discussed at board meetings. 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.

 

In 2024, we proactively reached out for engagement to holders of approximately 65 percent of our outstanding shares. In total, we engaged with 154 institutional firms during the year, which hold 41 percent of our outstanding shares. 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.

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 60.

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’s appointment by the board or his or her resignation. 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. The company has not had a director stand for election who did not receive majority vote support from the voting shareholders.

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.

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. Communications will be processed by the Corporate Secretary before forwarding them to the addressee. Communications that are improper or not relevant to the company or its activities, or requests for general information about the company, generally will not be forwarded to the directors.

 

The following ten persons identified are nominated to be elected as directors at the 2025 annual meeting for one-year terms expiring at the 2026 annual meeting. All nominees were elected as directors by shareholders at the 2024 annual meeting for a one-year term expiring at the 2025 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 foregoing nominees. The board anticipates that each of the foregoing 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 following table summarizes meeting information for the board and each of the board’s committees in 2024. Directors attended 98 percent of the total meetings of the board and committees on which they served in 2024.

The board believes that the level of nonemployee 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 nonemployee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders.

Director compensation for 2024 included the following components:

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 Restricted Stock Unit (“RSU”) retainers.

The Compensation Committee is responsible for annually reviewing our nonemployee director compensation practices in comparison to those of comparable companies. Our program reflects best practices, including:

The Compensation Committee works with its independent compensation consultant, FW Cook, to ensure the program remains competitive. This review includes a competitive analysis of our nonemployee director compensation program against the practices of the companies in the peer group used for executive compensation comparisons.

The following table shows the annual compensation of our nonemployee directors for 2024.

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 and rounding it down to the nearest whole number. Directors did not receive cash payment in lieu of partial RSUs. For 2024 awards, 8,525 RSUs were granted to Mr. Holley and 5,790 RSUs to each of the other directors. The RSUs vest over one year and will be settled in shares of the company’s common stock on May 8, 2025 (the day prior to the company’s 2025 Annual Meeting of Shareholders). Directors who leave the board during the one-year period receive a pro rata number of shares on the settlement date. RSUs granted to directors are credited with dividend equivalent units during the one-year vesting period.

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 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.

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 2024 annual meeting attended the meeting.

 

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, and related rules of the SEC, 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 proposal, gives our shareholders the opportunity to express their views on the compensation of our NEOs. Shareholders should review the entire proxy statement and, in particular for this item of business, all of the information set forth under Executive Compensation beginning on page 24.

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 2025 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 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related disclosures.”

This 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 greatly value the opinions of our shareholders and will therefore carefully review and consider the voting results on this item of business as it does each year.

 

 

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 Our Board Committees — Compensation Committee on page 9. The company’s management has prepared the Compensation Discussion and Analysis included in this proxy statement. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and those discussions, the committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement for the company’s 2025 Annual Meeting of Shareholders and incorporated by reference into the company’s 2024 Annual Report on Form 10-K.

 

 

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 NEOs. For 2024, our NEOs are:

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:

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.

 

 

For 2024, each of our business segments delivered solid financial and operating results despite challenging market conditions. 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 PSU plan. For more information about these plans, see the discussion under Short-Term Incentive Plan beginning on page 30 and Long-Term Incentive Compensation — Performance Share Unit Awards beginning on page 35.

Shareholders communicated overall strong support of our compensation philosophy and programs with Say-on-Pay voting results in excess of 94 percent approval in 2024. Our Compensation Committee and board of directors value the opinions of our shareholders and consider those opinions as a key input 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 NEOs, 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.

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 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 2024 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.

When establishing 2024 median target pay opportunities for our NEOs, the Compensation Committee reviewed competitive market data in February 2024 for the following group of comparator companies:

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 the company within the group median 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 Real Estate Investment Trust (“REIT”) and basic materials industries. There were no changes to the peer group from 2023 for 2024 compensation decisions. However, in light of the acquisition of WestRock Company by Smurfit Kappa Group in Q2 2024, the peer group for the 2025 compensation cycle was updated to remove WestRock Company and add Builders FirstSource (BLDR). Builders FirstSource helps maintain Weyerhaeuser’s near-median size ranking and is in an industry that is relevant to the company’s business.

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 (“OpX”) 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 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.

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:

Our mix of short-term (AIP) and long-term (PSUs and RSUs) incentives, with a significant portion of total compensation provided through long-term incentives, encourages executive 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.

 

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. This includes:

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. Consistent with our focus on long-term 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.

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.

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 Compensation 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.

Our CEO and chief administration officer each play an important role in the Compensation Committee’s process for determining executive compensation opportunities. For 2024, 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 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 2024 executive compensation opportunities. Decisions related to the CEO’s 2024 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 2024, did not participate in and was not present for the board’s discussions to review and approve the Compensation Committee’s recommendation regarding his compensation.

To provide a competitive overall compensation and benefits package that is tied to creating shareholder value and 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 2024 executive officer compensation program: