SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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☒ |
Definitive Proxy Statement | |||||
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Definitive Additional Materials | |||||
☐ |
Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
WEYERHAEUSER COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒ | No fee required. |
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Notes:
WEYERHAEUSER
NOTICE OF THE 2019 ANNUAL MEETING
& PROXY STATEMENT
DEAR SHAREHOLDER:
We are pleased to invite you to attend your companys annual meeting of shareholders at 8:00 a.m. on Friday, May 17, 2019 at the Embassy SuitesPioneer Square, 255 South King Street, Seattle, WA 98104. A map and directions to the meeting are provided on the back cover of the accompanying proxy statement.
The annual meeting will include a report on our operations and consideration of the matters set forth in the accompanying notice of annual meeting and proxy statement. All shareholders of record as of March 22, 2019 are entitled to vote.
Your vote is important. Whether or not you plan to attend the annual meeting in person, we urge you to please vote as soon as possible. You can vote in the manner described in the section titled Voting MattersOptions for Casting Your Vote on page 62 of the accompanying proxy statement.
On behalf of the Board of Directors, thank you for your continued ownership and support of Weyerhaeuser.
Sincerely,
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Rick R. Holley | Devin W. Stockfish | |
Chairman of the Board | President and Chief Executive Officer |
OUR CORE VALUES
Safety ● Integrity ● Citizenship ● Sustainability ● Inclusion
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
2019 ANNUAL MEETING INFORMATION
For additional information about our Annual Meeting, see Information about the Meeting on page 61.
Meeting Date: May 17, 2019 |
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Meeting Place: Embassy SuitesPioneer Square 255 South King Street Seattle, WA 98104 |
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Meeting Time: 8:00 a.m. (Pacific) |
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Record Date: March 22, 2019 | ||||||
ANNUAL MEETING BUSINESS
Weyerhaeuser Companys annual meeting of shareholders will be held May 17, 2019 to:
● | elect as directors the 10 nominees named in the accompanying proxy statement; |
● | approve, on an advisory basis, the compensation of our named executive officers; |
● | ratify the selection of KPMG LLP as the companys independent registered public accounting firm for 2019; and |
● | transact any other business that may be properly brought before the annual meeting. |
PROXY MATERIALS
On or about April 4, 2019, we began distributing to each shareholder entitled to vote at the annual meeting either: (i) a Meeting Notice; or (ii) this proxy statement, a proxy card and our 2018 Annual Report to Shareholders and Form 10-K. The Meeting Notice contains instructions to electronically access our proxy statement and our 2018 Annual Report to Shareholders and Form 10-K, how to vote via the internet or by mail and how to receive a paper copy of our proxy materials by mail, if desired.
VOTING
Your vote is important. Shareholders who are owners of record of Weyerhaeuser common shares at the close of business on March 22, 2019, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. Whether or not you expect to attend the annual meeting in person, we urge you to vote as soon as possible by one of these methods:
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Via the Internet: www.envisionreports.com/WY |
Call Toll-Free: 1-800-652-VOTE (8683)
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Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form | ||
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 may also vote in person at the annual meeting. For more information on how to vote your shares, please refer to Voting MattersOptions for Casting Your Vote beginning on page 62. | ||||
Kristy T. Harlan
Senior Vice President, General Counsel and Corporate Secretary
Seattle, Washington
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 17, 2019
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This Notice of the Annual Meeting of Shareholders, our Proxy Statement and our Annual Report to
Shareholders and Form 10-K are available free of charge at www.edocumentview.com/WY.
This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information you should consider before casting your vote. Please read this entire proxy statement carefully before voting.
2019 ANNUAL MEETING INFORMATION
The Weyerhaeuser Company 119th Annual Meeting of Shareholders is scheduled to take place on May 17, 2019 at 8:00 a.m. (Pacific) at the Embassy Suites Pioneer Square, 255 South King Street, Seattle, Washington 98104. Proxies are solicited from shareholders of record on March 22, 2019 to consider and vote on the following matters: |
Items of Business
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Board
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Page
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Election of the 10 directors named as nominees in the proxy statement |
FOR |
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Approval, on an advisory basis, of the compensation of our named executive officers
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FOR | 25 | |||
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Ratify the selection of independent registered public accounting firm for 2019 |
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In addition to the above matters, we will transact any other business that is properly brought before the shareholders at the annual meeting.
DIRECTOR NOMINEES (page 19)
We have included summary information about each director nominee in the table below. Each director is elected annually by a majority of votes cast. See Nominees for Election beginning on page 19 for more information regarding our director nominees.
COMMITTEES | ||||||||||||||||||
Name and Primary Occupation
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Age
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Director
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Independent
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EC
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AC
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CC
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GCRC
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Mark A. Emmert President, National Collegiate Athletic Association
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66 | 2008 | 🌑 | 🌑 | ||||||||||||||
Rick R. Holley Former Chief Executive Officer, Plum Creek Timber Company, Inc.
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67 | 2016 | 🌑 | 🌑 | ||||||||||||||
Sara Grootwassink Lewis Chief Executive Officer of Lewis Corporate Advisors
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51 | 2016 | 🌑 | Chair | ||||||||||||||
Nicole W. Piasecki Former Vice President and General Manager, Propulsion Division, Boeing Commercial Airplanes
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56 | 2003 | 🌑 | 🌑 | Chair | |||||||||||||
Marc F. Racicot Former President and Chief Executive Officer, American Insurance Association and Former Governor, State of Montana
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70 | 2016 | 🌑 | 🌑 | 🌑 | |||||||||||||
Lawrence A. Selzer President and Chief Executive Officer, The Conservation Fund
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59 | 2016 | 🌑 | 🌑 | 🌑 | |||||||||||||
D. Michael Steuert Former Chief Financial Officer, Fluor Corporation
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70 | 2004 | 🌑 | 🌑 | ||||||||||||||
Devin W. Stockfish President and Chief Executive Officer, Weyerhaeuser Company
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45 | 2019 | 🌑 | |||||||||||||||
Kim Williams Former Partner and Senior Vice President, Wellington Management Company, LLP
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63 | 2006 | 🌑 | 🌑 | 🌑 | |||||||||||||
Charles R. Williamson (Lead Independent Director) Former Executive Vice President, Chevron Corporation and Former Chief Executive Officer, Unocal Corporation
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70 | 2004 | 🌑 | Chair | Chair |
EC = Executive Committee AC = Audit Committee CC = Compensation Committee GCRC = Governance and Corporate Responsibility Committee
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WEYERHAEUSER COMPANY
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BOARD COMPOSITION
Gender Diversity Women Men Tenure Average: 8 years Independence Independent Directors Non-Independent Directors <5 yrs. 6-11 yrs. 12+ yrs. 3,7,5,1,4,1,9
CORPORATE GOVERNANCE HIGHLIGHTS (page 10)
Our corporate governance policies and practices promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management, and help build public trust in the company. Below is a summary of some of the highlights of our corporate governance framework.
Board Practices
9 of 10 director nominees are independent
Annual election of all directors
Separation of board chair and CEO
Lead independent director
Regular executive sessions of independent directors
Comprehensive and strategic risk oversight
Mandatory retirement age for directors at 72
Annual board and committee evaluations
Limits on outside board service for directors |
Shareholder Matters
Robust shareholder engagement
Proxy access for shareholders
Shareholder right to call special meetings
Majority voting for director elections
Annual say-on-pay voting
Other Governance Practices
Executive and director stock ownership guidelines
Clawback policy
Prohibition on hedging or pledging company stock
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SUSTAINABILITY AND CORPORATE CITIZENSHIP (page 7)
Safety, integrity, citizenship, sustainability, and inclusion are core values at Weyerhaeuser, and we are proud to be recognized as a leader in these critical areas. Operating our business ethically and transparently, and meeting our responsibilities to the environment, to our people and to the communities in which we operate and live, are among our highest priorities.
BUSINESS PERFORMANCE HIGHLIGHTS
Our long- and short-term business and financial performance provides important context for the matters discussed in this proxy statement, particularly our executive compensation programs. Following is a brief snapshot of our financial performance over the three-year and one-year periods completed through 2018, as well as a summary of our significant business achievements in 2018.
2019 ANNUAL MEETING & PROXY STATEMENT
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Three-Year Performance Highlights
We delivered strong performance during a significantly transformational period in our companys history as we merged with Plum Creek Timber Company, Inc. and completed strategic dispositions of our cellulose fibers businesses and our Uruguay operations. Over that time period we also achieved outstanding cost savings from our operational excellence initiatives and returned significant cash to our shareholders by strategically repurchasing our stock and increasing our dividend each of the last three years to its current annual rate of $1.36 per share.
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OPERATIONAL EXCELLENCE IMPROVEMENTS $221 MILLION OVER THE LAST THREE YEARS3-year revenue increase of 17.45% 3-year EPS before special items* we returned nearly $5.26 billion to our shareholders through dividends and share repurchases over the last three years
2018 Business Achievements
2018 was a strong year for Weyerhaeuser. We generated nearly $7.5 billion of revenue, an increase of four percent compared with 2017, achieved net earnings of $748 million compared to $582 million for 2017, and delivered over $2 billion of earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold, pension and postretirement costs not allocated to business segments and special items (Adjusted EBITDA)*. We increased our quarterly dividend by six percent and strategically repurchased $366 million of our common stock.
In August 2018, consistent with the long-term leadership succession plan conducted by our board of directors, we announced that Devin W. Stockfish, senior vice president of our Timberlands business, would assume the role of chief executive officer effective January 1, 2019. Mr. Stockfish and his leadership team are committed to maintaining Weyerhaeusers relentless focus on improving performance through operational excellence, fully capitalizing on market conditions, and driving value for shareholders through disciplined capital allocation.
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2018 NET EARNINGS OF $748 MILLION 2018 ADJUSTED EBITDA*OVER $2.03 BILLION 2018 REVENUE OF NEARLY $7.5 BILLION 2017 $7.196B 2018 $7.476BRETURNED OVER $1.36 BILLION TO OUR SHAREHOLDERS THROUGH DIVIDENDS AND SHARE REPURCHASES IN 2018
* | Represents a measure of performance that is calculated and presented other than in accordance with GAAP. See Appendix A for an explanation of these non-GAAP measures, a full reconciliation of these non-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use these non-GAAP performance measures. |
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WEYERHAEUSER COMPANY
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Our Significant Accomplishments in 2018 Include:
Financial Results
● Generated net earnings of $748 million, or $891 million before special items* on net sales of nearly $7.5 billion.
● Achieved full-year Adjusted EBITDA of over $2.03 billion*.
Strategic Initiatives
● Successful transition in senior executive leadership, consistent with long-term succession planning.
● Significant reduction in pension liabilities through lump-sum offer and annuity purchase transactions.
Cash to Shareholders
● Increased our quarterly dividend in the third quarter of 2018 to $0.34 per share consistent with our commitment to a growing and sustainable dividend. |
● Returned over $1.36 billion to common shareholders through dividends and share repurchases.
Stakeholder Recognitions
● Included in the Dow Jones Sustainability Indices, an honor we have held since 2005.
● Named to the Dow Jones Sustainability North American Index for the fourteenth year in a row.
● Named one of the Worlds Most Ethical Companies® by the Ethisphere Institute for our ninth time.
● Named for the second time among the Top 250 most effectively managed companies by The Wall Street Journal. | |||||
* | Represents a measure of performance that is calculated and presented other than in accordance with GAAP. See Appendix A for an explanation of these non-GAAP measures, a full reconciliation of these non-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use these non-GAAP performance measures. |
COMPENSATION HIGHLIGHTS (page 28)
Our compensation programs are designed to both attract and retain top-level executive talent and align the long- and short-term interests of our executives with those of our shareholders. We received approximately 97% shareholder support for our Say-on-Pay vote in 2018, which our Compensation Committee considers to be among the most important items of feedback about our pay program. As demonstrated below, we recognize and reward our executive officers through compensation arrangements that directly link their pay to the companys performance, and we ensure a strong alignment of interests with our shareholders by including a significant amount of equity in the overall mix of pay.
CEO COMPENSATION MIX | NEO COMPENSATION MIX | |
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2019 ANNUAL MEETING & PROXY STATEMENT
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KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (page 29)
✓ | Total compensation opportunities are maintained at or near the median of market-competitive levels based on targeted benchmarking. |
✓ | Short-term cash incentives under our annual incentive cash bonus plan (AIP) are based on achievement of company performance over a one-year period based on rigorous pre-determined financial and individual business goals. |
✓ | Long-term incentive performance share units plan (PSU) measure performance over a three-year period based on our total shareholder return relative to that of the S&P 500 composite and our industry peers. |
✓ | Annual long-term incentive grant of restricted stock units (RSUs) vest over a four-year period and derives value based on the performance of our shares and strongly aligns the interests of our senior executives and our shareholders. |
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SUSTAINABILITY AND CORPORATE CITIZENSHIP
We also care about how our people feel about the place where they work. In 2018, we conducted a company-wide employee survey (including salaried and hourly employees). Here are some of the things we learned.
90% of all employees agree we always put safety first 93% of all employees agree I know how my work contributes to weyerhaeuser's vision 95% of all employees agree I'm proud of the work I do 82% of all employees agree my leader has worked to build trust with me 86% of all employees agree unethical behaviors are not tolerated here 88% of all employees agree we are good stewards of the environment
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SUSTAINABILITY AND CORPORATE CITIZENSHIP
Our Communities
Our commitment to supporting people extends beyond our employees. We are also deeply connected to the communities where we operate and have a long history of doing our part to help them thrive. We began making charitable donations in the earliest days of the company, and today we donate money, time, skills and resources to support hundreds of important organizations and programs in the rural and urban communities in which we operate. We develop and maintain positive relationships with communities near our lands, especially in areas where our forests are shared resources with neighbors and tribal communities.
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THIRD-PARTY RECOGNITIONS
2019 ANNUAL MEETING & PROXY STATEMENT
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CORPORATE GOVERNANCE AT WEYERHAEUSER
The boards primary committees are the Audit, Compensation and Governance and Corporate Responsibility committees. Each committee is governed by a written charter, a copy of which you can find on the companys website at www.weyerhaeuser.com by selecting Investors at the top of the page, then Corporate Governance and then Committee Charters and Composition. 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, comprised of our board chairman, our lead independent director and our chief executive officer, which is governed by a written charter, a copy of which you can find on the companys website at www.weyerhaeuser.com by selecting Investors at the top of the page, then Corporate Governance and then Committee Charters and Composition.
Current Members
Sara Grootwassink Lewis (Chair) John F. Morgan Sr. Marc F. Racicot D. Michael Steuert Kim Williams |
Audit Committee
The Audit Committee oversees the quality and integrity of the companys accounting, auditing and financial reporting practices, as well as the companys compliance with legal and regulatory requirements. The committee is also responsible for:
● the appointment, compensation and general oversight of the companys independent auditors;
● pre-approving all audit and non-audit services to be performed by the companys independent auditors and all related fees;
● annually assessing the performance of the independent auditors and internal audit function;
● reviewing and discussing the companys quarterly financial statements and quarterly earnings press releases and related communications; and
● reviewing the effectiveness of the companys system of internal controls.
All members are financially literate within the meaning of stock exchange listing rules.
All members are independent and meet additional stock exchange and SEC independence standards for audit committee service.
Sara Grootwassink Lewis and D. Michael Steuert are each an audit committee financial expert as defined by the SEC, and each has accounting or related financial management expertise as required by stock exchange listing standards.
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2019 ANNUAL MEETING & PROXY STATEMENT
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CORPORATE GOVERNANCE AT WEYERHAEUSER
Current Members
Charles R. Williamson (Chair) Mark A. Emmert Nicole W. Piasecki Lawrence A. Selzer |
Compensation Committee
The Compensation Committee reviews and approves the strategy and design of the companys compensation and benefits systems and makes compensation decisions for the companys executive officers. The committee also:
● administers the companys incentive compensation plans, including establishment of performance goals and certification of the companys performance against those goals;
● regularly reviews and approves changes to the peer group used for benchmarking compensation for executive officers;
● reviews and recommends to the board the compensation of the companys non-employee directors; and
● appoints and oversees the independent compensation consultant, and annually ensures that the consultants work raises no conflicts of interest.
All members are independent and meet additional stock exchange and SEC independence standards for compensation committee members.
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Current Members
Nicole W. Piasecki (Chair) Marc F. Racicot Lawrence A. Selzer Kim Williams |
Governance and Corporate Responsibility Committee
The Governance and Corporate Responsibility Committee oversees the companys 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;
● provides oversight of sustainability strategy and performance;
● oversees the process for the boards evaluation of our CEOs performance; and
● provides oversight of ethics and business conduct.
All members are independent.
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Current Members
Charles R. Williamson (Chair) Rick R. Holley Devin W. Stockfish
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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 companys charter documents.
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Board and Committee Oversight
The board is actively involved in the oversight of risks that could affect the company. This oversight is conducted at the full board level and through committees of the board pursuant to the written charters of each of the committees outlining its duties and responsibilities. The full board has retained responsibility for oversight of strategic risks as well as risks not otherwise delegated to one of its committees. The board stays informed of each committees management of enterprise risk through regular reports by each committee chair to the full board regarding the committees deliberations and actions. The board believes that this structure provides the appropriate leadership to help ensure effective risk oversight.
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CORPORATE GOVERNANCE AT WEYERHAEUSER
Committee Risk Oversight
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Audit Committee | Governance and Corporate
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Compensation Committee | ||||||||||
The Audit Committee oversees company risks relating to financial reporting and related legal and regulatory compliance.
To satisfy these responsibilities, the committee meets regularly with the companys chief financial officer, chief accounting officer, director of internal audit, internal legal counsel, KPMG LLP and other members of management.
The committee receives regular reports relating to issues 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 companys financial statements.
The committee is also responsible for reviewing any hot-line or other reports concerning accounting, internal controls or auditing matters. |
The Governance and Corporate Responsibility Committee oversees risks relating to board leadership and effectiveness, management and board succession planning, sustainability and environmental practices and policies, ethics and business practices, political activities and other public policy matters that affect the company and its stakeholders.
To assist the committee in discharging its responsibilities, it works with officers of the company responsible for relevant risk areas and keeps abreast of the companys significant risk management practices and strategies for anticipating and responding to major public policy shifts that could affect the company.
Because some of these risks could have financial elements, the board has determined that at least one member of the committee must serve concurrently on the Audit Committee. |
The Compensation Committee oversees risks relating to the companys compensation and benefits systems and for annually reviewing policies and practices to determine whether they are reasonably likely to meet the committees objectives for executive pay and to ensure that the companys compensation practices present no risk of a material adverse effect on the company.
To assist it in satisfying these oversight responsibilities, the committee has retained its own independent compensation consultant and meets regularly with management to understand the financial, human resources and shareholder implications of its compensation decisions. | ||||||||||
2019 ANNUAL MEETING & PROXY STATEMENT
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CORPORATE GOVERNANCE AT WEYERHAEUSER
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CORPORATE GOVERNANCE AT WEYERHAEUSER
2019 ANNUAL MEETING & PROXY STATEMENT
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CORPORATE GOVERNANCE AT WEYERHAEUSER
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CORPORATE GOVERNANCE AT WEYERHAEUSER
2019 ANNUAL MEETING & PROXY STATEMENT
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ITEM 1. ELECTION OF DIRECTORS
The 10 persons identified below are nominated to be elected as directors at the 2019 annual meeting for one-year terms expiring at the 2020 annual meeting. All of the nominees, other than Mr. Stockfish who was appointed January 1, 2019, were elected as directors by shareholders at the 2018 annual meeting for a one-year term expiring at the 2019 annual meeting. Our board currently has 11 members. John F. Morgan Sr. is retiring from the board and therefore has not been nominated to stand for re-election. Under our Articles of Incorporation and Bylaws, the board of directors is authorized to fix the number of directors within the range of 9 to 13 members. In connection with Mr. Morgans retirement, the board has passed a resolution reducing the authorized number of directors from 11 to 10, effective immediately upon the election of directors at the 2019 annual meeting. Therefore, proxies may only be voted with respect to the 10 nominees set forth in this Item 1.
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 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 nominees below contains information regarding the individuals 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 nominees candidacy for nomination.
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Significant Leadership Experience Six nominees have experience as a CEO or |
Government, Regulatory & Legal Six nominees have a government, | |||||||
Public Company Board Experience Seven nominees have experience serving on other public company boards. |
Environmental Management and Strategy Three nominees have experience managing large and complex environmental challenges in business. | |||||||
Timber & Land Management Four nominees have experience in the timber, real estate or land management industries. |
Finance & Capital Markets Seven nominees have experience in finance and capital markets. | |||||||
Manufacturing or Capital-Intensive Industry Six nominees have a business background in manufacturing or other capital-intensive industry. |
International Business Six nominees have experience in international business operations. |
The board of directors recommends that shareholders vote FOR the election of each of the following directors. |
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ITEM 1. ELECTION OF DIRECTORS
MARK A. EMMERT
Age: 66
Director Since: 2008 |
Biographical Information: Mark A. Emmert has been the president of the National Collegiate Athletic Association since 2010. He served 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 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, a Fellow of the American Council on Education and served on many non-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation.
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RICK R. HOLLEY
Age: 67
Director Since: 2016 |
Biographical Information: Rick R. Holley was 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. From 1989 to 1994, Mr. Holley served as Plum Creeks 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 and chairman of the board of Plum Creek until February 2016.
Qualifications: Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the companys industry and business lines, as well as experience in strategic planning and finance.
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SARA GROOTWASSINK LEWIS
Age: 51
Director Since: 2016 |
Biographical Information: Sara Grootwassink Lewis founded, and is the chief executive officer of, Lewis Corporate Advisors (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (global financial services). She previously served on the board of directors of CapitalSource, Inc. (commercial lending) from 2004 until its acquisition in 2014, Plum Creek (timber) until February 2016 and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016.
Qualifications: Ms. Grootwassink Lewis is a member of the board of trustees of The Brookings Institution and the leadership board of the United States Chamber of Commerce Center for Capital Markets Competitiveness, and a former member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015 to 2017. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT as well as service on several public company boards. Ms. Grootwassink Lewis also holds a chartered financial analyst designation.
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2019 ANNUAL MEETING & PROXY STATEMENT
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ITEM 1. ELECTION OF DIRECTORS
NICOLE W. PIASECKI
Age: 56
Director Since: 2003 |
Biographical Information: Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes 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. She is the chair of the board of trustees of Seattle University in Seattle, Washington and a member of the board of directors of The Stimson Center. Ms. Piasecki is a former director on the Seattle Branch board of directors for the Federal Reserve Bank, and a former member of the board of governors, Tokyo, of the American Chamber of Commerce of Japan, and the Federal Aviations Administration Advisory Council.
Qualifications: Ms. Piasecki has extensive executive experience in capital-intensive industries, sales and marketing, strategic planning and international operations and relations.
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MARC F. RACICOT
Age: 70
Director Since: 2016 |
Biographical Information: Marc F. Racicot is an attorney and served as president and chief executive officer of the American Insurance Association (property-casualty insurance trade organization) from 2005 until 2009. From 2001 to 2005, he was an attorney at the law firm of Bracewell & Giuliani, LLP. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the state of Montana. Mr. Racicot was appointed by President Bush to serve as the chairman of the Republican National Committee from 2002 to 2003, and he served as chairman of the Bush/Cheney Re-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation (electric and natural gas utility) and Massachusetts Mutual Life Insurance Company (insurance). He previously served on the board of directors of Plum Creek (timber) until February 2016.
Qualifications: Mr. Racicot has extensive experience in government and the interaction between government and large, complex business organizations. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight.
| |
LAWRENCE A. SELZER
Age: 59
Director Since: 2016 |
Biographical Information: Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nations premier environmental non-profit organizations) since 2001. He is the chairman of the board of directors of American Bird Conservancy and a member of the board of trustees of Manomet. He previously served on the board of directors of Plum Creek (timber) until February 2016 and as chairman of the board of directors of Outdoor Foundation from 2007 until 2016.
Qualifications: Mr. Selzer has experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. He has experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization.
|
20
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WEYERHAEUSER COMPANY
|
ITEM 1. ELECTION OF DIRECTORS
D. MICHAEL STEUERT
Age: 70
Director Since: 2004 |
Biographical Information: D. Michael Steuert was senior vice president and chief financial officer for Fluor Corporation (engineering and construction) from 2001 until his retirement in 2012. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and electronic technologies) from 1999 to 2001 and as a senior officer and chief financial officer of GenCorp Inc. (aerospace, propulsion systems, vehicle sealing systems, chemicals and real estate) from 1990 to 1999. He also serves as a director of LNG Ltd. (liquefied natural gas) and Great Lakes Dredge & Dock Corporation (dock and dredging infrastructure solutions). He previously served on the board of directors of Prologis, Inc., (industrial real estate) until 2015.
Qualifications: Mr. Steuert was formerly a member of the National Financial Executives Institute and the Carnegie Mellon Council on finance. He has extensive executive experience in corporate finance and accounting, managing capital-intensive industry operations, natural resources development and strategic planning.
| |
DEVIN W. STOCKFISH
Age: 45
Director Since: 2019 |
Biographical Information: Mr. Stockfish has been president and chief executive officer since January 2019. Previously he served as the companys 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 companys 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., where he focused on mergers and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation and practiced corporate law at K&L Gates LLP. Before he began practicing law, he was an engineer with the Boeing Company.
Qualifications: Mr. Stockfish has experience in the forest products industry, capital-intensive industries, corporate finance, executive compensation, legal and regulatory matters and strategic planning.
| |
KIM WILLIAMS
Age: 63
Director Since: 2006 |
Biographical Information: Kim Williams was 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), Xcel Energy Inc. (utilities), and MicroVest (asset management firm). She is a member of the Womens Health Leadership Council of Brigham and Womens Hospital in Boston, Massachusetts and a member of the board of Oxfam America (global antipoverty agency).
Qualifications: Ms. Williams has extensive experience in corporate finance, strategic planning and international operations.
|
2019 ANNUAL MEETING & PROXY STATEMENT
|
21
|
ITEM 1. ELECTION OF DIRECTORS
CHARLES R. WILLIAMSON
Age: 70
Director Since: 2004 |
Biographical Information: Charles R. Williamson was the executive vice president of Chevron Corporation (international oil and gas) from mid-2005 until his retirement in December 2005. He was chairman and chief executive officer of Unocal Corporation (oil and natural gas) until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporations executive vice president, International Energy Operations, from 1999 to 2000; group vice president, Asia Operations, from 1998 to 1999; group vice president, International Operations from 1996 to 1997. Mr. Williamson served as Weyerhaeusers chairman of the board from 2009 until February 2016, and now serves as the boards Lead Independent Director. He is also lead director of PACCAR Inc. (manufacturer of high-quality trucks) and is a director of Greyrock Energy (gas transformation). Mr. Williamson previously served as a director and chairman of the board of Talisman Energy Inc. (oil and gas) until 2015.
Qualifications: Mr. Williamson has extensive executive experience in corporate finance, management of capital-intensive operations, development of natural resources, technology, international operations, strategic planning and public company executive compensation.
|
22
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WEYERHAEUSER COMPANY
|
ITEM 1. ELECTION OF DIRECTORS
BOARD AND COMMITTEE MEETINGS IN 2018
The following table summarizes meeting information for the board and each of the boards committees in 2018. In 2018, each of the directors attended at least 75% of the total meetings of the board and the committees on which he or she served.
Name |
Board of Directors |
Executive | Audit | Compensation | Governance and Corporate Responsibility | ||||||||||||||||||||
Total meetings in 2018
|
4 | | 7 | 4 | 3 |
2019 ANNUAL MEETING & PROXY STATEMENT
|
23
|
ITEM 1. ELECTION OF DIRECTORS
24
|
WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
Introduction
This Compensation Discussion and Analysis explains the process that the Compensation Committee uses to determine compensation and benefits for the companys principal executive officer, principal financial officer, and our three other most highly compensated executive officers who were serving as executive officers on December 31, 2018 (collectively, the named executive officers or NEOs) and provides a detailed discussion about those programs. For 2018, our NEOs are:
Name
|
Title
| |
Doyle R. Simons
|
President and Chief Executive Officer
| |
Russell S. Hagen
|
Senior Vice President and Chief Financial Officer
| |
Adrian M. Blocker
|
Senior Vice President, Wood Products
| |
James A. Kilberg
|
Senior Vice President, Real Estate, Energy & Natural Resources
| |
Devin W. Stockfish
|
Senior Vice President, Timberlands
|
CD&A Table of Contents
26
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WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
Weyerhaeusers executive compensation programs are designed to align the interests of our executive officers with those of our shareholders. Our compensation philosophy is to provide market-competitive programs that ensure we attract and retain world-class talent, with pay directly linked to the achievement of short- and long-term business results. The Compensation Committee reviews executive compensation program components, targets and payouts on an annual basis to ensure the strength of our pay-for-performance alignment.
2018 Business and Performance Highlights
2018 was a strong year for Weyerhaeuser. We generated nearly $7.5 billion of revenue, an increase of four percent compared with 2017, achieved net earnings of $748 million compared to $582 million for 2017, and delivered over $2 billion of Adjusted EBITDA*. We increased our quarterly dividend by six percent and strategically repurchased over $365 million of our common stock.
In August 2018, consistent with the long-term leadership succession plan conducted by our board of directors, we announced that Devin W. Stockfish, senior vice president of our Timberlands business, would assume the role of chief executive officer effective January 1, 2019. Mr. Stockfish and his leadership team are committed to maintaining Weyerhaeusers relentless focus on improving performance through operational excellence, fully capitalizing on market conditions, and driving value for shareholders through disciplined capital allocation.
|
|
|||
2018 NET EARNINGS OF $748 MILLION 2018 ADJUSTED EBITDA*OVER $2.03 BILLION 2018 REVENUE OF NEARLY $7.5 BILLION 2017 $7.196B 2018 $7.476BRETURNED OVER $1.36 BILLION TO OUR SHAREHOLDERS THROUGH DIVIDENDS AND SHARE REPURCHASES IN 2018
Executive Compensation Practices
Our leading practices include:
● Strong alignment of executive and shareholder interests, with significant weighting of pay tied to performance-based compensation.
● An executive compensation program designed and managed to mitigate undue risk.
● A clawback policy for incentive compensation recovery.
● A policy prohibiting hedging and pledging of company stock by directors and officers.
● No repricing of stock options. |
● An independent compensation consultant, FW Cook, which advises the Compensation Committee.
● Double trigger accelerated vesting of our long-term incentive equity awards upon a change in control.
● No executive perquisites other than limited relocation-related benefits.
● No tax gross ups for golden parachute excise taxes.
● Stock ownership guidelines for the CEO (6X salary) and senior vice presidents (2X salary). | |||||
* | Represents a measure of performance that is calculated and presented other than in accordance with GAAP. See Appendix A for an explanation of these non-GAAP measures, a full reconciliation of these non-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use these non-GAAP performance measures. |
2019 ANNUAL MEETING & PROXY STATEMENT
|
27
|
EXECUTIVE COMPENSATION
28
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WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
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, we use a range of compensation components. The combination and the amount of each component are influenced by the role of the executive in the company, market data, and the total value of all the compensation and benefits available to the executive. Following is a summary of our compensation program for executive officers for 2018.
Element
|
Objectives and Basis
|
Form
| ||
Base salary |
Provide a minimum fixed level of compensation that is competitive for each role
|
Cash | ||
Annual cash incentives |
Annual incentive to drive company, business unit and individual performance
|
Cash | ||
Long-term incentives |
Long-term incentive to drive company performance, align executives interests with shareholders interests, and retain executives through long-term vesting and potential wealth accumulation
|
PSUs and RSUs | ||
Special bonuses |
Reward extraordinary performance and attract and retain top talent for key roles within the organization
|
Cash or equity | ||
Retirement benefits |
Provide means to save for retirement |
Participation in tax-qualified and non-qualified defined benefit and defined contribution plans
| ||
Deferred compensation benefits
|
Allow executives to defer compensation on a tax-efficient basis |
Eligibility to participate in a deferred compensation plan | ||
Medical and other benefits
|
Provide competitive benefits package that includes benefits offered to all employees
|
Health and welfare plans, and other
| ||
2019 ANNUAL MEETING & PROXY STATEMENT
|
29
|
EXECUTIVE COMPENSATION
We seek to accomplish our executive compensation goals through an appropriate mix of short-term and long-term compensation, by providing a larger percentage of our executive officers total compensation opportunity in the form of equity compensation, and by ensuring that a significant portion of our executive officers total pay opportunity is in the form of performance-based compensation.
The following charts illustrate 2018 target compensation for Mr. Simons and an average for all other NEOs by type of compensation. A significant portion (approximately 60% and 55%, respectively) of the total target compensation of our CEO and our NEOs is performance-based.
CEO COMPENSATION MIX | NEO COMPENSATION MIX | |
|
| |
30
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WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
2019 ANNUAL MEETING & PROXY STATEMENT
|
31
|
EXECUTIVE COMPENSATION
32
|
WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
2019 ANNUAL MEETING & PROXY STATEMENT
|
33
|
EXECUTIVE COMPENSATION
For 2018, the Compensation Committee set a combined Adjusted EBITDA target for the Timberlands and Real Estate, Energy & Natural Resources businesses and a RONA target for the Wood Products business at the following levels:
Metric
|
Threshold (20% of
|
Target (100% of
|
Maximum
|
|||||||||||
Timberlands and Real Estate, Energy & Natural Resources
|
Adjusted EBITDA | $ | 929 million | $ | 1,162 million | $ | 1,452 million | |||||||
Wood Products
|
RONA
|
|
6%
|
|
|
12%
|
|
|
22%
|
|
Controllable Business Metrics
The remainder of the AIP funding determination (30%) is based on the performance of each business against certain controllable business metrics approved in advance by the Compensation Committee. The controllable business metrics measure performance against achievement of the companys vision in areas such as operational excellence and people development, financial and competitive performance, cost competitiveness and performance against strategic goals and priorities.
34
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WEYERHAEUSER COMPANY
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EXECUTIVE COMPENSATION
AIP Funding Illustration
Individual AIP awards are calculated as follows:
2019 ANNUAL MEETING & PROXY STATEMENT
|
35
|
EXECUTIVE COMPENSATION
AIP Funding for 2018
For 2018, AIP funding multiples were as follows:
FINANCIAL PERFORMANCE METRICS
|
CONTROLLABLE BUSINESS METRICS
|
|||||||||||||||||
Business (Financial Measure)
|
2018
|
Funding
|
2018 Results
|
Funding
|
2018 Total Business
| |||||||||||||
Timberlands (1) |
$1,166 million |
0.71 |
High Achieves |
|
0.49 |
|
|
1.20 |
| |||||||||
Real Estate, Energy & Natural Resources (1) |
$1,166 million |
0.71 |
Exceeds |
|
0.60 |
|
|
1.31 |
| |||||||||
Wood Products (2) |
42% |
1.40 |
Low Achieves |
|
0.20 |
|
|
1.60 |
| |||||||||
Chief Executive Officer, Chief Financial Officer and other corporate functions (3)
|
N/A |
0.98 |
N/A |
|
0.40 |
|
|
1.38 |
|
(1) | Based on a combined Adjusted EBITDA for Timberlands and Real Estate, Energy & Natural Resources. |
(2) | Based on segment RONA. |
(3) | Based on performance of Timberlands, Real Estate, Energy & Natural Resources, and Wood Products (weighted for each segment at 40%, 20% and 40%, respectively). |
AIP bonus targets and actual payout amounts for our NEOs in 2018 were:
Named Executive Officer
|
Target
|
Target
|
Business Funding
|
Individual
|
2018 Bonus
|
2018 Bonus
| ||||||||||||||||||||||||
Doyle R. Simons |
|
150 |
% |
$ |
1,500,000 |
|
|
1.38 |
|
$ |
0 |
|
$ |
2,070,000 |
|
|
138 |
% | ||||||||||||
Russell S. Hagen |
|
90 |
% |
$ |
513,000 |
|
|
1.38 |
|
$ |
42,060 |
|
$ |
750,000 |
|
|
146 |
% | ||||||||||||
Adrian M. Blocker |
|
90 |
% |
$ |
513,000 |
|
|
1.60 |
|
$ |
200 |
|
$ |
821,000 |
|
|
160 |
% | ||||||||||||
James A. Kilberg |
|
90 |
% |
$ |
495,000 |
|
|
1.31 |
|
$ |
26,550 |
|
$ |
675,000 |
|
|
136 |
% | ||||||||||||
Devin W. Stockfish |
|
90 |
% |
$ |
513,000 |
|
|
1.20 |
|
$ |
61,560 |
|
$ |
677,160 |
|
|
132 |
% |
The AIP bonus for each of Messrs. Simons, Hagen, Blocker, Kilberg and Stockfish was above target because the business funding multiple applicable to their respective AIP opportunities exceeded target based on business performance, and for Messrs. Hagen, Kilberg and Stockfish, because they met or exceeded pre-established goals for their respective individual performance. The 2018 business funding multiple for Mr. Simons was 1.38 based on the performance of the Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments. The 2018 business funding multiple for Mr. Hagen was 1.38 based on the performance of the Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments, and the Committee recognized his leadership in executing key finance projects related to the companys pension asset strategy and driving synergies between Timberlands and Real Estate. The 2018 business funding multiple for Mr. Blocker was 1.60 based on the performance of the Wood Products segment. The 2018 business funding multiples for Mr. Kilberg and Mr. Stockfish were 1.31 and 1.20, respectively, and based on the performance of the Real Estate, Energy & Natural Resources and Timberlands segments, and the Committee recognized Messrs. Kilberg and Stockfish for their leadership in exceeding operational excellence goals for the year. Generally, total earned bonuses are rounded up to the nearest $1,000.
36
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WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
For 2018, 60% of the target value of the long-term incentive awards were granted in the form of PSUs and 40% of the value of the long-term incentive awards were granted in the form of RSUs.
PERFORMANCE SHARE UNITS
60% |
RESTRICTED STOCK UNITS
40% | |||||
● Tied to achievement of long-term operational objectives
● Facilitates share ownership
● Alignment with shareholders
● Strong retention vehicle |
Shares earned will range from 0% to 150% of the target number of PSUs based on the companys 3-year TSR performance relative to S&P 500 and designated industry peer group. |
● Alignment with shareholders
● Facilitates share ownership
● Strong retention vehicle | ||||
2019 ANNUAL MEETING & PROXY STATEMENT
|
37
|
EXECUTIVE COMPENSATION
38
|
WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
2019 ANNUAL MEETING & PROXY STATEMENT
|
39
|
EXECUTIVE COMPENSATION
40
|
WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
2019 ANNUAL MEETING & PROXY STATEMENT
|
41
|
EXECUTIVE COMPENSATION
42
|
WEYERHAEUSER COMPANY
|
EXECUTIVE COMPENSATION
The following tables set forth information regarding 2018 compensation for each of our 2018 NEOs. Compensation for 2017 and 2016 is presented for the executive officers who were also NEOs in 2017 and 2016. The Summary Compensation Table and the Grants of Plan-Based Awards for 2018 table should be reviewed together for a more complete presentation of both the annual and long-term incentive compensation elements of our compensation program.
Name and Principal Position
|
Year
|
Salary (1) ($)
|
Bonus ($)
|
Stock Awards (2) ($)
|
Option Awards (3) ($)
|
Non-Equity Compensation (4) ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) ($)
|
All Other Compensation (6) ($)
|
Total ($)
|
|||||||||||||||||||||||||||
Doyle R. Simons
President and Chief
Executive Officer
|
|
2018
2017
2016
|
|
|
1,000,000
1,000,000
1,000,000
|
|
|
|
|
|
7,899,576
7,561,434
5,120,233
|
|
|
1,581,847
|
|
|
2,070,000
2,600,000
2,400,000
|
|
|
213,495
278,173
228,934
|
|
|
8,250
8,100
7,950
|
|
|
11,191,321
11,447,707
10,338,963
|
| |||||||||
Russell S. Hagen
Senior Vice President
and Chief Financial
Officer
|
|
2018
2017
2016 |
|
|
570,000
564,615
434,201 |
|
|
25,547 |
|
|
1,648,415
1,628,110
1,004,056 |
|
|
|
|
|
750,000
825,000
723,000 |
|
|
247,722
207,631 |
|
|
95,424
103,508
80,649 |
|
|
3,063,839
3,368,955
2,475,084 |
| |||||||||
Adrian M. Blocker
Senior Vice President,
Wood Products
|
|
2018
2017
2016
|
|
|
570,000
570,000
560,000
|
|
|
|
|
|
3,648,408
1,628,110
1,132,023
|
|
|
349,710
|
|
|
821,000
679,000
891,000
|
|
|
211,249
186,590
167,579
|
|
|
8,250
8,100
7,950
|
|
|
5,258,907
3,071,800
3,108,262
|
| |||||||||
James Kilberg
Senior Vice President,
Real Estate, Energy &
Natural Resources
|
|
2018
2017
2016 |
|
|
547,692
542,000
428,778 |
|
|
27,382 |
|
|
1,551,441
1,577,236
974,810 |
|
|
|
|
|
675,000
641,000
627,000 |
|
|
32,003
53,358
43,748 |
|
|
84,581
97,169
634,499 |
|
|
2,890,717
2,910,763
2,736,217 |
| |||||||||
Devin W. Stockfish
Senior Vice President,
Timberlands |
|
2018 |
|
|
568,077 |
|
|
|
|
|
1,648,415 |
|
|
|
|
|
677,160 |
|
|
78,184 |
|
|
8,250 |
|
|
2,980,086 |
|
(1) | Amounts reflect the dollar amount of base salary paid in cash in the fiscal year. |
(2) | Amounts reflect the grant date fair value of RSU and PSU awards granted under the companys long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding 2018 stock awards can be found in the table Grants of Plan-Based Awards for 2018. Details regarding outstanding stock awards can be found in the table Outstanding Equity Awards At 2018 Fiscal Year End. For more information regarding these awards and the calculation of their fair value, refer to companys disclosure in its Annual Report for the year ended December 31, 2018, Part II, Item 8, Notes to Consolidated Financial StatementsNote 17 Share-Based Compensation. |
(3) | Amounts reflect the grant date fair value of stock option awards granted under the companys long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For more information regarding these stock option awards and the calculation of their fair value, refer to companys disclosure in its Annual Report for the year ended December 31, 2018, Part II, Item 8, Notes to Consolidated Financial StatementsNote 17 Share-Based Compensation. The company discontinued granting stock options beginning in 2017. Details regarding outstanding stock option awards can be found in the table Outstanding Equity Awards At 2018 Fiscal Year End. |
(4) | Amounts represent the value of the annual cash incentive awards earned under the companys annual incentive plan based on the performance of the companys businesses against pre-established performance goals set by the Compensation Committee of the board of directors and on the performance of the NEOs against their individual performance goals. These performance goals are described in Compensation Discussion and AnalysisCompensation ComponentsDetermination of CompensationShort-Term Incentive PlanAIP Performance Measures and Plan Mechanics above. |
(5) | Amounts represent annual changes in the actuarial present value of accumulated pension benefits. For Mr. Hagen there was a decrease in actuarial present value of $191,161. |
(6) | Amounts under All Other Compensation for each of the NEOs are described in the following table: |
2019 ANNUAL MEETING & PROXY STATEMENT
|
43
|
EXECUTIVE COMPENSATION
Summary Compensation Table All Other Compensation
Name
|
Year
|
Company Contribution Contribution ($)
|
Premium
|
Other ($)
|
Total
| ||||||||||||||||||||
Doyle R. Simons |
|
2018
2017
2016
|
|
|
8,250
8,100
7,950
|
|
|
|
|
|
|
|
|
8,250
8,100
7,950
|
| ||||||||||
Russell S. Hagen |
|
2018
2017
2016
|
|
|
78,000
73,758
35,513
|
(1)
|
|
|
|
|
17,424
29,750
45,136
|
(2)
|
|
95,424
103,508
80,649
|
| ||||||||||
Adrian M. Blocker |
|
2018
2017
2016
|
|
|
8,250
8,100
7,950
|
|
|
|
|
|
|
|
|
8,250
8,100
7,950
|
| ||||||||||
James A. Kilberg |
|
2018
2017
2016
|
|
|
67,685
67,919
34,953
|
(1)
|
|
|
|
|
16,896
29,250
599,546
|
(2)
|
|
84,581
97,169
634,499
|
| ||||||||||
Devin W. Stockfish
|
|
2018
|
|
|
8,250
|
|
|
|
|
|
|
|
|
8,250
|
|
(1) | For Mr. Hagen, amount includes a non-elective company contribution of $13,750 and matching contribution of $8,250 to the 401(k) Plan and a non-elective company contribution of $56,000 to the Supplemental DC Plan. For Mr. Kilberg, amount includes a non-elective contribution of $13,750 and matching contribution of $8,250 to the 401(k) Plan and a non-elective contribution of $45,685 to the Supplemental DC Plan. See discussion under Compensation Discussion and AnalysisOther BenefitsSupplemental Retirement Plan and Supplemental DC Plan for more information. |
(2) | Amount represents cash dividends paid on unvested RSU awards previously granted to Messrs. Hagen and Kilberg while employed by Plum Creek and assumed by the company in connection with the Plum Creek merger. |
44
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WEYERHAEUSER COMPANY
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EXECUTIVE COMPENSATION
Grants of Plan-Based Awards for 2018
The following table provides information for each of our NEOs regarding 2018 annual and long-term incentive award opportunities, including the range of potential payouts under non-equity and equity incentive plans. Specifically, the table presents the 2018 grants of annual incentive plan, PSU and RSU awards.
Estimated Future Payouts Under Non-Equity Plan Awards |
Estimated Future Payouts Under Equity Plan Awards |
|||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
Type
|
Grant
|
Thres-
|
Target ($)
|
Maximum
|
Thres- (#)
|
Target (#)
|
Maximum
|
Stock (#)
|
Option No. of Securities Under- (#)
|
Exercise ($/Sh)
|
Grant ($/Sh)
|
Grant Date Fair Option ($)
|
|||||||||||||||||||||||||||||||||||||
Doyle R. Simons |
AIP
|
|
2/09/2018
|
|
|
300,000
|
|
|
1,500,000
|
|
|
4,500,000
|
|
|||||||||||||||||||||||||||||||||||||
PSU
|
|
2/09/2018
|
|
|
32,690
|
|
|
130,761
|
|
|
196,142
|
|
|
4,640,708
|
| |||||||||||||||||||||||||||||||||||
RSU
|
|
2/09/2018
|
|
|
95,456
|
|
|
3,258,868
|
| |||||||||||||||||||||||||||||||||||||||||
Russell S. Hagen
|
AIP
|
|
2/08/2018
|
|
|
102,600
|
|
|
513,000
|
|
|
1,539,000
|
|
|||||||||||||||||||||||||||||||||||||
PSU
|
|
2/08/2018
|
|
|
6,822
|
|
|
27,286
|
|
|
40,929
|
|
|
986,380
|
| |||||||||||||||||||||||||||||||||||
RSU
|
|
2/08/2018
|
|
|
19,919
|
|
|
680,035
|
| |||||||||||||||||||||||||||||||||||||||||
Adrian M. Blocker
|
AIP
|
|
2/08/2018
|
|
|
102,600
|
|
|
513,000
|
|
|
1,539,000
|
|
|||||||||||||||||||||||||||||||||||||
PSU
|
|
2/08/2018
|
|
|
6,822
|
|
|
27,286
|
|
|
40,929
|
|
|
986,380
|
| |||||||||||||||||||||||||||||||||||
RSU
|
|
2/08/2018
|
|
|
19,919
|
|
|
680,035
|
| |||||||||||||||||||||||||||||||||||||||||
RSU
|
|
8/24/2018
|
|
|
57,645
|
|
|
1,999,993
|
| |||||||||||||||||||||||||||||||||||||||||
James A. Kilberg
|
AIP
|
|
2/08/2018
|
|
|
99,000
|
|
|
495,000
|
|
|
1,485,000
|
|
|||||||||||||||||||||||||||||||||||||
PSU
|
|
2/08/2018
|
|
|
6,420
|
|
|
25,681
|
|
|
38,522
|
|
|
911,419
|
| |||||||||||||||||||||||||||||||||||
RSU
|
|
2/08/2018
|
|
|
18,747
|
|
|
640,023
|
| |||||||||||||||||||||||||||||||||||||||||
Devin W. Stockfish
|
AIP
|
|
2/08/2018
|
|
|
102,600
|
|
|
513,000
|
|
|
1,539,000
|
|
|||||||||||||||||||||||||||||||||||||
PSU
|
|
2/08/2018
|
|
|
6,822
|
|
|
27,286
|
|
|
40,929
|
|
|
986,380
|
| |||||||||||||||||||||||||||||||||||
RSU
|
|
2/08/2018
|
|
|
19,919
|
|
|
680,035
|
|
(1) | The date of the Compensation Committee meeting at which long-term and annual incentive plan grants are approved is the effective grant date for equity grants and grants under the annual incentive plan 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. The effective grant date for equity awards and annual incentive plan award opportunities to the CEO is therefore the date of approval by the board of directors. |
2019 ANNUAL MEETING & PROXY STATEMENT
|
45
|
EXECUTIVE COMPENSATION
Outstanding Equity Awards At 2018 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, 2018.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Number
of Exercisable (1)
|
Number
of Unexercisable (1) (#)
|
Option Exercise Price ($)
|
Option Date
|
Number of Not (#)
|
Market or Units of Stock That Have Not Vested (2) ($)
|
Equity (#)
|
Equity Incentive Plan Awards: Payout Value ($)
|
|||||||||||||||||||||||||||
Doyle R. Simons
|
|
06/17/2013
|
|
|
84,118
|
|
|
|
|
|
29.0050
|
|
|
06/17/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
02/13/2014
|
|
|
199,578
|
|
|
|
|
|
30.2650
|
|
|
02/13/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
02/13/2015
|
|
|
182,114
|
|
|
60,705
|
|
|
35.4050
|
|
|
02/13/2025
|
|
|
10,320
|
|
|
225,595
|
|
|
|
|
|
|
| ||||||||||
|
02/10/2016
|
|
|
289,715
|
|
|
289,716
|
|
|
23.0550
|
|
|
02/10/2026
|
|
|
37,953
|
|
|
829,653
|
|
|
|
|
|
|
| ||||||||||
|
02/10/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,021
|
|
|
1,399,499
|
|
|
|
|
|
|
| ||||||||||
|
02/10/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,996
|
|
|
1,486,393
|
|
|
60,494
|
|
|
1,322,399
|
| ||||||||||
|
02/09/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,456
|
|
|
2,086,668
|
|
|
65,380
|
|
|
1,429,207
|
| ||||||||||
Russell S. Hagen
|
|
02/09/2009
|
|
|
8,000
|
|
|
|
|
|
21.1000
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
02/08/2010
|
|
|
20,800
|
|
|
|
|
|
22.0200
|
|
|
02/08/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
02/07/2011
|
|
|
24,000
|
|
|
|
|
|
25.9700
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
02/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800
|
|
|
61,208
|
|
|
|
|
|
|
| ||||||||||
|
02/02/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,400
|
|
|
227,344
|
|
|
|
|
|
|
| ||||||||||
|
05/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,760
|
|
|
257,074
|
|
|
|
|
|
|
| ||||||||||
|
02/09/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,641
|
|
|
320,052
|
|
|
13,025
|
|
|
284,727
|
| ||||||||||
|
02/08/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,919
|
|
|
435,429
|
|
|
13,643
|
|
|
298,236
|
| ||||||||||
Adrian M. Blocker
|
|
02/12/2014
|
|
|
28,486
|
|
|
|
|
|
30.1600
|
|
|
02/12/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
02/12/2015
|
|
|
43,611
|
|
|
14,538
|
|
|
35.4050
|
|
|
02/12/2025
|
|
|
2,472
|
|
|
54,038
|
|
|
|
|
|
|
| ||||||||||
|
02/09/2016
|
|
|
64,049
|
|
|
64,050
|
|
|
23.0900
|
|
|
02/09/2026
|
|
|
8,391
|
|
|
183,427
|
|
|
|
|
|
|
| ||||||||||
|
02/09/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,154
|
|
|
309,406
|
|
|
|
|
|
|
| ||||||||||
|
02/09/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,641
|
|
|
320,052
|
|
|
13,025
|
|
|
284,727
|
| ||||||||||
|
02/08/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,919
|
|
|
435,429
|
|
|
13,643
|
|
|
298,236
|
| ||||||||||
|
08/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,645
|
|
|
1,260,120
|
|
|
|
|
|
|
| ||||||||||
James A. Kilberg
|
|
02/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800
|
|
|
61,208
|
|
|
|
|
|
|
| |||||||||
|
02/02/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
218,600
|
|
|
|
|
|
|
| ||||||||||
|
05/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,417
|
|
|
249,576
|
|
|
|