DEF 14A of Weyerhaeuser Co, Mar 27, 2024

DEF 14A of Weyerhaeuser Co

Filed Mar 27, 2024 · FY20230001140361-24-015567

Open on EDGAR

  1. Forward-Looking Statements

    | Compensation Tables | 42 | | Summary Compensation Table | 42 | | Grants of Plan-Based Awards for 2023 | 44 | | Outstanding Equity Awards at 2023 Fiscal Year End | 45 | | Option Exercises and Stock Vested in 2023 | 46 | | Pension Benefits | 46 | | Nonqualified Deferred Compensation | 48 | | Potential Payments Upon Termination or Change of Control | 49 | | Compensation Committee Report | 52 | | Compensation Committee Interlocks and Insider Participation | 52 | | Risk Analysis of Our Compensation Programs | 52 | | CEO Pay Ratio | 52 | | Pay Versus Performance | 53 | | Pay Versus Performance Table | 53 | | Table of Financial Performance Measures | 55 | | Description of Relationships Between Compensation Actually Paid and Specified Financial Measures | 55 | | Item 3. Ratify the Selection of the Independent Registered Public Accounting Firm | 57 | | Audit Committee Report | 59 | | Stock Information | 60 | | Beneficial Ownership of Common Shares | 60 | | Information About Securities Authorized for Issuance Under Our Equity Compensation Plans | 61 | | Future Shareholder Proposals | 62 | | Shareholder Recommendations and Nominations of Directors | 62 | | Communicating with the Corporate Secretary | 63 | | Information About the Meeting | 64 | | Attending and Participating at the Annual Meeting | 64 | | Voting Matters | 64 | | Other Matters | 66 | | Appendix A | A-1 |

  2. Item 1: Election of Directors

    Item 1: Election of Directors Our board strives to maintain an appropriate balance of tenure, diversity, characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the company’s operations and interests. The board engages in robust succession-planning activities that have resulted in a strong track record of refreshment, with eight new directors added to our board since 2015. The board recommends a vote “FOR” each nominee. See pages 18-25 for more information.

  3. Item 1: Election of Directors

    | Name & Primary Occupation | Age | Director Since | Independent | EC | AC | CC | GCRC | | Mark A. Emmert Former President, National Collegiate Athletic Association | 71 | 2008 | | | | | | | Rick R. Holley (Board Chairman) Former Chief Executive Officer, Plum Creek Timber Company, Inc. | 72 | 2016 | | | | Chair | | | Sara Grootwassink Lewis Former Chief Executive Officer, Lewis Corporate Advisors | 56 | 2016 | | | Chair | | | | Deidra C. Merriwether Senior Vice President & Chief Financial Officer, W.W. Grainger, Inc. | 55 | 2020 | | | | | | | Al Monaco Former President & Chief Executive Officer, Enbridge, Inc. | 64 | 2020 | | | | | | | James C. O’Rourke Former President & Chief Executive Officer, The Mosaic Company | 63 | 2023 | | | | | | | Nicole W. Piasecki Former Vice President & General Manager, Propulsion Division, Boeing Commercial Airplanes | 61 | 2003 | | | | | Chair | | Lawrence A. Selzer President & Chief Executive Officer, The Conservation Fund | 64 | 2016 | | Chair | | | | | Devin W. Stockfish President & Chief Executive Officer, Weyerhaeuser Company | 50 | 2019 | | | | | | | Kim Williams Former Partner & Senior Vice President, Wellington Management Co., LLP | 68 | 2006 | | | | | |

  4. Item 1: Election of Directors

    EC = Executive Committee AC = Audit Committee CC = Compensation Committee GCRC = Governance and Corporate Responsibility Committee

  5. Board Composition and Consideration of Director Nominees

    Board Composition and Consideration of Director Nominees

  6. Director Qualifications

    Director Qualifications Our Corporate Governance Guidelines provide that the board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the company’s operations and interests. The Corporate Governance Guidelines also provide that, at all times, a majority of the board must be comprised of “independent directors” as defined from time to time by law, NYSE standards and any specific requirements established by the board. As a base-line, each director is expected to exhibit high standards of integrity, commitment, and independence of thought and judgment; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out the duties and responsibilities of a director; and, most importantly, represent the long-term interests of all shareholders. Examples of desired skills and backgrounds include:

  7. Director Qualifications

    | Executive leadership Finance and capital markets Public company board experience Relevant industry (natural resource/commodities) Government, regulatory or legal Manufacturing and capital-intensive industry | Environmental and climate change management/strategy Diversity, equity and inclusion Real estate and land management International business Risk management |

  8. Director Qualifications

    In addition to targeted skill areas, the board also seeks to have a membership that has diverse perspectives as informed by skills, experiences and backgrounds, including, without limitation, perspectives informed by diverse gender, racial, ethnic and national backgrounds. The Governance and Corporate Responsibility Committee assesses the skills currently represented on the board and those skill areas represented by directors expected to retire from the board in the near future against the list of targeted skills and experiences. The committee also considers recommendations from members of the board regarding skills that could improve the overall quality and ability of the board to carry out its function. Based on this analysis, the committee targets specific skill areas or experiences as the focus of consideration for new directors to join the board.

  9. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Governance and Corporate Responsibility Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated or arise, the Governance and Corporate Responsibility Committee evaluates various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, third-party search firms retained to assist in identifying and evaluating possible candidates, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best-qualified candidates based on the established criteria and recommends those candidates for appointment by the board (to fill vacancies) or for election at the next annual meeting of shareholders. Mr. James C. O’Rourke, who was appointed to the board in August 2023, was identified by a third-party search firm.

  10. Board Self-Assessment

    Board Self-Assessment The board is committed to assessing its own performance to identify its strengths, as well as areas in which it may improve its performance. The assessment is done through formal and informal means. A formal annual self-evaluation process, which is overseen by the Governance and Corporate Responsibility Committee, involves the completion of annual evaluations of the board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends and to assess whether actions taken in response to previous evaluation results have resulted in meaningful improvements. The board chair also solicits and gathers feedback from directors throughout the year and shares this feedback with the board and management. A key part of the self-assessment process is the board’s annual determination of whether the board’s membership reflects the right diversity of skills, backgrounds and characteristics necessary for its optimal functioning. Changes that have been implemented as a direct result of feedback received from directors include the addition of new board members with one or more targeted skills or backgrounds to enhance the board’s composition, as well as various enhancements and supplements to board materials.

  11. Limits on Other Board Service

    Limits on Other Board Service The board expects that every director has sufficient time to commit to attending and being prepared to contribute at Weyerhaeuser board and committee meetings. With this in mind, our Corporate Governance Guidelines provide that a director may not serve on more than three other public company boards. If a director serves as the principal executive officer of a public company, the limit on outside board service is no more than two other public company boards. In addition, directors who serve on the Audit Committee may not serve on more than two other public company audit committees. The board may determine, on a case-by-case basis, that additional board service beyond these limits would not impair a director’s ability to effectively discharge his or her duties as a director of the company.

  12. Communication with Our Board

    Communication with Our Board Communications to the board of directors may be sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 and marked to the attention of the board or any of its committees, the independent directors as a group or one or more individual directors. Communications may also be sent by email to CorporateSecretary@weyerhaeuser.com.

  13. Code of Ethics and Transparency

    Code of Ethics and Transparency Integrity is a core value at Weyerhaeuser: we have a strong culture of ethics and integrity at every level of our company. Since our founding in 1900, we have consistently been recognized for our ethical business practices, compliance and high standards. In 2024, we were named for the 15th time as one of the World’s Most Ethical Companies® by Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices. Our Code of Ethics is currently in its tenth edition and applies to all employees and members of our board. It is an expression of our commitment and shared responsibility to conduct our business affairs ethically with stakeholders, including employees, communities, customers, suppliers, contractors and shareholders. We will notify shareholders on our website at weyerhaeuser.com of any waiver granted by the board of directors under the Code of Ethics for an executive officer or director. No such waivers were granted for any executive officer or director in 2023. The current edition of the Code of Ethics is available on our website at weyerhaeuser.com/company/values/integrity/.

  14. Item 1. Election of Directors

    Item 1. Election of Directors The ten persons identified as follows are nominated to be elected as directors at the 2024 annual meeting for one-year terms expiring at the 2025 annual meeting. All nominees, except for James C. O’Rourke, who was appointed by the board to serve as a new director effective August 3, 2023, were elected as directors by shareholders at the 2023 annual meeting for a one-year term expiring at the 2024 annual meeting. Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly executed proxies will be voted for the persons nominated by the board of directors. The board of directors anticipates that each of the listed nominees will be able to serve, but if at the time of the meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee. The biography of each of the following nominees contains information regarding the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding their experiences, qualifications, attributes or skills considered by the Governance and Corporate Responsibility Committee and the board of directors to assess the nominee’s candidacy for nomination.

  15. Item 1. Election of Directors

    | | The board of directors recommends that shareholders vote “FOR” the election of each of the following nominees. |

  16. Nominees for Election

    Nominees for Election

  17. Nominees for Election

    | Mark A. Emmert | | | Director Since: 2008 Age: 71 Committees: Compensation Governance & Corporate Responsibility | Biographical Information: Mark A. Emmert served as the president of the National Collegiate Athletic Association from 2010 until March 2023; as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He is also 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. Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow and a Fellow of the American Council on Education and has served on many nonprofit boards. | | | Qualifications: • Experienced executive leadership of large and complex educational, healthcare and athletics organizations • Extensive background in government, public policy, international affairs and strategic planning • Significant experience overseeing public company governance and executive compensation matters |

  18. Nominees for Election

    | Rick R. Holley | | | Director Since: 2016 Age: 72 Chairman of the Board Committees: Compensation (Chair) Executive | Biographical Information: Rick R. Holley served as the president and chief executive officer of Plum Creek Timber Company, Inc. (timber) from 1994 to 2013 and continued to serve as chief executive officer until February 2016, at which time Plum Creek merged with Weyerhaeuser. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director of Plum Creek until February 2016. He has also served as a member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco and as a director of the National Alliance of Forest Owners and the Sustainable Forestry Initiative. | | | Qualifications: • Significant executive leadership experience, having previously served as one of the longest tenured principal executive officers in the timber industry • Extensive understanding of the company’s industry and business lines • Executive and board experience in strategic planning, corporate governance, finance, government affairs, risk oversight and public company executive compensation |

  19. Nominees for Election

    | Sara Grootwassink Lewis | | | Director Since: 2016 Age: 56 Committees: Audit (Chair) | Biographical Information: Sara Grootwassink Lewis founded Lewis Corporate Advisors (capital markets advisory firm) in 2009, where she served as chief executive officer until 2018. From 2002 to 2009, she was executive vice president and chief financial officer of Washington Real Estate Investment Trust Company (equity REIT). She was previously vice president of Finance and Investor Relations at Corporate Office Properties Trust (office and data center REIT) and a sell-side REIT equity analyst with Johnston, Lemon & Co. (financial services). Ms. Grootwassink Lewis serves on the board of directors and chairs the Compensation and Human Capital Committee of Healthpeak Properties, Inc. (life science, senior housing and medical office real estate) and serves on the board and Audit Committee of Freeport-McMoRan Inc. (mining). She previously served on the board and chaired the Audit Committee of Sun Life Financial, Inc. (global financial services) until May 2021, as well as the boards of PS Business Parks, Inc. (commercial real estate) until 2019, CapitalSource Inc. (commercial lending) until its acquisition in 2014, Plum Creek Timber Company, Inc. (timber) until 2016, and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until 2016. Ms. Grootwassink Lewis is also involved in the following organizations: the Center for Audit Quality, where she serves on the Audit Committee Council; the Brookings Institution, where she serves on the board of trustees and Executive Committee and chairs the Governance Studies Council; the United States Chamber of Commerce Center for Capital Markets Competitiveness, where she serves on the Leadership Board; and the National Association of Corporate Directors, where she is a Board Leadership Fellow and delegate for the Advisory Council for Risk Oversight. Ms. Grootwassink Lewis also served as a member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015 to 2017. | | | Qualifications: • Extensive executive, financial and real estate industry experience as a senior executive of a publicly traded REIT as well as a member of several public company boards • Considerable public company board experience in audit and governance matters • Certified public accountant registered in the State of Illinois and holds a chartered financial analyst designation |

  20. Nominees for Election

    | Deidra C. Merriwether | | | Director Since: 2020 Age: 55 Committees: Audit | Biographical Information: Deidra C. Merriwether has served as senior vice president and chief financial officer for W.W. Grainger, Inc. (industrial maintenance, repair, and operating products supply) since January 2021. In previous roles with Grainger, she was the senior vice president and president of North American Sales & Services until January 2021, senior vice president of Direct Sales and Strategic Initiatives from 2016 to 2020, and vice president of Finance, Americas, from 2013 to 2016. Prior to Grainger, she was with Sears Holdings Corp. (retail) as chief operating officer of Retail Formats from 2011 to 2013; senior vice president and chief financial officer of Retail Formats from 2008 to 2011; vice president of Procurement & Merger Integration from 2004 to 2008; and vice president of Kmart Real Estate Strategy from 2002 to 2004. She has also served in various finance, production, and management roles with Sears, Isiah Investments (investments), PricewaterhouseCoopers (professional services), and Eli Lilly & Company (pharmaceutical). Ms. Merriwether served on the board of Sears Canada from 2007 to 2010 and serves on the Ann and Robert Lurie Children’s Hospital board in Chicago, Illinois, and on the North Carolina A&T State University Athletic Foundation board. | | | Qualifications: • Significant breadth and depth of executive experience in the areas of finance, sales and international supply chain management • Extensive finance experience serving as the chief financial officer for one of the world’s largest industrial supply companies, as well as having served in several other professional finance roles • Served in several executive sales positions with significant profit and loss statement responsibilities |

  21. Nominees for Election

    | Al Monaco | | | Director Since: 2020 Age: 64 Committees: Compensation | Biographical Information: Al Monaco served as president and chief executive officer and director of Enbridge Inc. (energy infrastructure) from 2012 to January 2023. Previously, Mr. Monaco held various senior executive roles at Enbridge, including executive vice president, Natural Gas Transmission and Renewable Energy; executive vice president, Major Projects Execution; president of Enbridge Gas Distribution; and senior vice president, Corporate Planning and Development, as well as board positions with Enbridge and affiliated companies/publicly traded entities. Mr. Monaco currently serves on the board of directors of the Canadian National Railway Company (freight railway), where he is a member of the Human Resources Committee and the Governance Committee. He was also a director of the American Petroleum Institute, serving on its Executive Committee and as a chair of its Finance Committee. Other associations in which Mr. Monaco is involved include the U.S. National Petroleum Council, the Business Council of Canada, the Business Council of Alberta, and the Catalyst Canada Advisory Board. Mr. Monaco holds the chartered professional accountant designation. | | | Qualifications: • Significant executive leadership experience in overseeing a large and complex North American and international energy infrastructure organization with geographically diverse and capital-intensive operations • Extensive background in natural resources development, technology, international operations, strategic planning, and human resource management • Executive and board experience with capital markets, mergers and acquisitions, regulated businesses, government policy, environmental, social and governance matters and public company executive compensation |

  22. Nominees for Election

    | James C. O’Rourke | | | Director Since: 2023 Age: 63 Committees: Compensation | Biographical Information: James “Joc” C. O’Rourke, appointed as a director of the company in 2023, is currently a senior advisor to The Mosaic Company (mining), where he served as chief executive officer and director from 2015 until December 2023 and as president from 2015 until September 2023. In previous roles with Mosaic, he was executive vice president – Operations and chief operating officer from 2012 to 2015, and executive vice president – Operations from 2009 to 2012. Prior to Mosaic, Mr. O’Rourke was president of Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, and held various management, engineering and other roles in the mining industry in Canada and Australia. He also serves as a director of The Toro Company (outdoor maintenance equipment), where he is the chair of the Compensation and Human Resources Committee and a member of the Nominating and Governance Committee, and of Rio Tinto Ltd (metals and mining), where he is a member of the Nominations Committee and Sustainability Committee. | | | Qualifications: • Significant executive leadership experience in overseeing a global producer of some of the most important nutrients in agriculture • Extensive background in commodities markets, procurement, and managing international supply chains and customers, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance • Executive and board experience with public company executive compensation and governance matters |

  23. Nominees for Election

    | Nicole W. Piasecki | | | Director Since: 2003 Age: 61 Committees: Governance & Corporate Responsibility (Chair) Compensation | Biographical Information: Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes (aerospace) from March 2013 to September 2017. Previously, she served as vice president of Business Development & Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes from 2003 to 2006; vice president of Sales, Leasing Companies, for Boeing Commercial Airplanes from 2000 until January 2003; and in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group since 1992. Ms. Piasecki serves on the board of directors of BAE Systems PLC (defense and aerospace) and BWX Technologies (nuclear components and fuel). She is also a member of the board of directors of The Stimson Center and serves as an advisor to Mitsubishi Heavy Industries, Ltd. in Tokyo. Ms. Piasecki previously served on the board of directors of Howmet Aerospace Inc. (aerospace manufacturing) until May 2023. She also previously served on the board of trustees of Seattle University, the board of directors of the Seattle Branch of the Federal Reserve Bank, the board of governors of the American Chamber of Commerce of Japan (Tokyo) and the advisory council of the Federal Aviation Administration. | | | Qualifications: • Significant executive experience in overseeing one of the largest and most complex business divisions of a leading global aircraft and air defense systems designer and manufacturer • Extensive background in capital-intensive industries, sales and marketing, strategic planning, and international operations and relations • Considerable board experience in public company executive compensation and governance matters |

  24. Nominees for Election

    | Lawrence A. Selzer | | | Director Since: 2016 Age: 64 Committees: Executive (Chair) Audit Governance & Corporate Responsibility | Biographical Information: Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premier environmental nonprofit organizations) since 2001. He is the chairman of the board of directors of the American Bird Conservancy and of Leading Harvest (agriculture sustainability). He previously served on the board of trustees of Manomet, Inc. (conservation science) until 2021, on the board of directors of Plum Creek Timber Company, Inc. (timber) until February 2016 and as chairman of the board of directors of the Outdoor Foundation (outdoor experience promotion and accessibility) from 2007 until 2016. | | | Qualifications: • Significant executive leadership experience in managing and overseeing a large, complex and geographically diverse environmental conservation organization • Experience and expertise in the areas of conservation procurement, conservation finance, timberland acquisitions and dispositions, and real estate management • Considerable board experience in public company executive compensation and audit matters |

  25. Nominees for Election

    | Devin W. Stockfish | | | Director Since: 2019 Age: 50 Committees: Executive | Biographical Information: Devin W. Stockfish has been president and chief executive officer since January 2019. Previously he served as the company’s senior vice president, Timberlands from January 2018 to December 2018, and as vice president, Western Timberlands from January 2017 to December 2017. He also served as the company’s senior vice president, general counsel and corporate secretary from July 2014 to December 2016 and as assistant general counsel from March 2013 to July 2014. Before joining the company, he was vice president and associate general counsel at Univar Inc. (chemical distribution), where he focused on mergers and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation (retail food and beverage) and practiced corporate law at K&L Gates LLP (law firm). Before he began practicing law, he was an engineer with The Boeing Company (aerospace and defense). Mr. Stockfish serves as chair of the board of directors for the National Alliance of Forest Owners. | | | Qualifications: • Significant executive leadership experience in overseeing the largest and most geographically diverse integrated timber and forest products company in North America • Experience and background in capital-intensive industries, mergers and acquisitions, corporate finance, executive compensation, legal and regulatory matters, and strategic planning, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance • Executive and board experience with public company executive compensation, governance and audit matters |

  26. Nominees for Election

    | Kim Williams | | | Director Since: 2006 Age: 68 Committees: Audit Governance & Corporate Responsibility | Biographical Information: Kim Williams served as senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc. (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), as well as chair of its Audit and Executive Committees and serves as the lead independent director on the board of directors of Xcel Energy Inc. (utilities). She previously served as a director for MicroVest (asset management firm) until 2021. Ms. Williams is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency) and a life trustee of Concord Academy (education). | | | Qualifications: • Significant executive experience in investment management and operations, serving as a senior executive of one of the world’s leading investment asset management organizations • Extensive understanding of the investor perspective and experience and a background in corporate finance, strategic planning and international operations • Considerable public company board experience in audit and governance matters |

  27. Director Compensation

    Director Compensation

  28. Nonemployee Director Compensation Program for 2023

    Nonemployee Director Compensation Program for 2023 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 2023 included the following components:

  29. Nonemployee Director Compensation Program for 2023

    | Description of Fee | Cash or Cash Equivalent Amount ($) | | Annual Retainer — Cash | 115,000 (1) | | Annual Retainer — RSU | 170,000 (2) | | Board Chair Retainer — Cash | 75,000 (3) | | Board Chair Retainer — RSU | 75,000 (3) | | Audit/Compensation Committee Chair Retainer — Cash | 20,000 | | Governance & Corporate Responsibility Committee Chair Retainer — Cash | 15,000 |

  30. Nonemployee Director Compensation Program for 2023

    | (1) As a result of benchmarking nonemployee director compensation, the board approved an increase to the amount of the annual cash retainer from $115,000 to $120,000, beginning in 2024. |

  31. Nonemployee Director Compensation Program for 2023

    | (2) As a result of benchmarking nonemployee director compensation, the board approved an increase to the amount of the annual restricted stock unit retainer from $170,000 to $180,000, beginning in 2024. |

  32. Nonemployee Director Compensation Program for 2023

    | (3) As a result of benchmarking nonemployee director compensation and in consideration of the significant duties performed by the board chair, the board approved an increase to the board chair’s compensation from $150,000 to $165,000, of which $85,000 is paid in the form of RSUs and $80,000 is paid in cash, beginning in 2024. |

  33. Nonemployee Director Compensation Program for 2023

    There are no meeting fees, and retainer fees are paid annually following the annual shareholders’ meeting. Retainers for the board and committee chairs are paid in addition to the annual cash and RSU retainers. The Compensation Committee is responsible for annually reviewing our nonemployee director compensation practices in comparison to that of comparable companies. Our program reflects best practices, including:

  34. Nonemployee Director Compensation Program for 2023

    | • | Retainer-only compensation with no fees for attending meetings, which is an expected part of board service; |

  35. Nonemployee Director Compensation Program for 2023

    | • | Additional retainers for special roles, such as board and committee chairs, to recognize incremental time and effort involved; |

  36. Nonemployee Director Compensation Program for 2023

    | • | Equity delivered in the form of full-value shares, with short (one-year) vesting to avoid director entrenchment; |

  37. Nonemployee Director Compensation Program for 2023

    | • | Director stock ownership requirements of 5x the annual cash retainer (currently $575,000); and |

  38. Nonemployee Director Compensation Program for 2023

    | • | Expense reimbursement for actual travel and other out-of-pocket expenses incurred in relation to board service. |

  39. Nonemployee Director Compensation Program for 2023

    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 2023.

  40. Nonemployee Director Compensation Program for 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Mark A. Emmert | 115,000 | 169,982 | 284,982 | | Rick R. Holley | 210,000 | 244,993 | 454,993 | | Sara Grootwassink Lewis | 135,000 | 169,982 | 304,982 | | Deidra C. Merriwether | 115,000 | 169,982 | 284,982 | | Al Monaco | 115,000 | 169,982 | 284,982 | | James C. O’Rourke | 88,777 | 131,207 | 219,984 | | Nicole W. Piasecki | 130,000 | 169,982 | 299,982 | | Lawrence A. Selzer | 115,000 | 169,982 | 284,982 | | Kim Williams | 115,000 | 169,982 | 284,982 |

  41. Nonemployee Director Compensation Program for 2023

    | (1) The amount for Ms. Lewis includes cash compensation of $20,000 for her service as chair of the Audit Committee during 2023. The amount for Ms. Piasecki includes cash compensation of $15,000 for her service as chair of the Governance and Corporate Responsibility Committee during 2023. The amount for Mr. Holley includes cash compensation of $75,000 for his service as chairman of the board and $20,000 for his service as chair of the Compensation Committee during 2023. Mr. O’Rourke was appointed to the board on August 3, 2023, and the amount of his cash compensation was prorated based on his time of service from August 3, 2023, until the date of the 2024 annual meeting. |

  42. Nonemployee Director Compensation Program for 2023

    | (2) Amounts reflect the grant date fair value of director compensation paid in the form of RSUs or deferred stock equivalent units. The grant date fair value for all directors was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The amount for Mr. Holley includes a stock award of $75,000 for his service as chairman of the board during 2023. The fair value for all directors other than Mr. O’Rourke was calculated based on the grant date of May 12, 2023. The fair value of Mr. O’Rourke’s compensation paid in the form of RSUs was calculated based on the grant date of August 3, 2023, the date Mr. O’Rourke joined the board of directors. Mr. O’Rourke received prorated compensation of $131,236 in RSUs based on his time of service from the date of his appointment to the board until the date of the 2024 annual meeting. The following directors chose to defer their RSUs into stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following stock equivalent units: Mr. Holley — 8,224 units, and Ms. Lewis and Ms. Merriwether — 5,706 units each. In addition, Ms. Merriwether deferred her fee compensation into an interest-bearing account under the terms of our Fee Deferral Plan for Directors. Amounts deferred into stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the company’s common stock. |

  43. Nonemployee Director Compensation Program for 2023

    The number of RSUs paid to directors was determined by dividing the dollar amount of the retainer equity award by the market price of Weyerhaeuser Company common stock on the date of grant. For 2023 awards, 8,224 RSUs were granted to Mr. Holley and 5,706 RSUs to each of the other directors except for Mr. O’Rourke, who received a prorated grant of 3,999 RSUs based on his term of service, which began on August 3, 2023. The RSUs vest over one year and will be settled in shares of the company’s common stock on May 9, 2024 (the day prior to the company's 2024 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.

  44. Executive Compensation Philosophy and Practices

    | • | Offers competitive pay opportunity that allows us to attract and retain top talent; |

  45. Our Leading Compensation Practices

    | No employment agreements; No tax gross-ups for “golden parachute” excise taxes; New compensation recovery policy that exceeds SEC and NYSE requirements; Annual review of compensation risks and peer compensation data; Significant weighting of pay tied to performance-based compensation; Modest executive perquisites limited to relocation-related benefits, executive health screening and, only when necessary, security services; Equity awards with multiyear vesting comprise a significant portion of total compensation; | Directors and officers are prohibited from hedging or pledging company stock; Rigorous and measurable goal setting aligned with business strategy, including quantifiable and measurable ESG-related goals; Robust stock ownership requirements for the CEO (6x salary) and senior vice presidents (3x salary); An independent compensation consultant, FW Cook, to advise the Compensation Committee; “Double trigger” accelerated vesting of our long-term incentive equity awards upon a change of control; and Balanced focus on both long-term strategic and financial objectives and shorter-term business objectives. |

  46. 2023 Annual Incentive Plan Payout

    2023 Annual Incentive Plan Payout

  47. Payout of 2021 Performance Share Unit Equity Award

    Payout of 2021 Performance Share Unit Equity Award

  48. Competitive Pay to Attract and Retain Talent

    Competitive Pay to Attract and Retain Talent Our executive officers, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate top executive talent.

  49. Comparative Market Data

    Comparative Market Data We annually review market compensation data to determine whether target compensation for our executive officers remains competitive and make adjustments when appropriate. Our market assessment includes evaluation of base salary, annual and long-term incentive opportunities, and other rewards such as health benefits and retirement programs. Our philosophy is to set total target compensation and benefit levels within the median range of market pay and benefit levels. Each component of total compensation and other benefits is intended to be consistent with market practices to help the company attract and retain talented executives. We use comparative executive compensation data publicly available from a designated peer group of companies to help evaluate the competitiveness of our executive compensation program. We also review the competitive performance of our peers to help establish performance targets for incentive plans and to assess appropriate payout levels for performance. In addition, we review various pay surveys, including surveys of pay practices of forest products companies and comparably sized manufacturing companies, as well as general industry data for similarly sized companies. The peer group and survey data are generally reviewed separately to understand pay differences, if any, by industry or business segment and to assess whether any changes in pay data from year to year reflect true market trends. In analyzing this information, we compare the pay of individual executives if we believe the positions are sufficiently similar to make meaningful comparisons. We also consider each executive’s level of responsibility, prior experience, job performance, contribution to the company’s success and results achieved. The Compensation Committee exercises its judgment and does not apply formulas or assign specific mathematical weights to individual factors. For the market assessment conducted to help the Compensation Committee set 2023 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.

  50. Peer Group for 2023 Compensation Opportunities

    Peer Group for 2023 Compensation Opportunities When establishing 2023 median target pay opportunities for our NEOs, the Compensation Committee reviewed competitive market data in February 2023 for the following group of comparator companies:

  51. Peer Group for 2023 Compensation Opportunities

    | Company | Revenue(1) ($MM) | Market Cap(2) ($MM) | | Air Products & Chemicals, Inc. (APD) | $12,699 | $68,430 | | AvalonBay Communities, Inc. (AVB) | $2,554 | $22,566 | | Ball Corporation (BLL) | $15,475 | $16,054 | | Boston Properties, Inc. (BXP) | $3,038 | $10,593 | | Crown Castle International Corp. (CCI) | $6,876 | $58,739 | | Eastman Chemical Company (EMN) | $10,901 | $9,768 | | Equinix, Inc. (EQIX) | $6,610 | $60,615 | | Equity Residential (EQR) | $2,681 | $22,297 | | International Paper Company (IP) | $21,114 | $12,317 | | Iron Mountain Incorporated (IRM) | $4,984 | $14,492 | | Nutrien Ltd (NTR) | $36,792 | $37,993 | | Packaging Corporation of America (PKG) | $8,543 | $11,752 | | PPG Industries, Inc. (PPG) | $17,657 | $29,552 | | Public Storage (PSA) | $4,091 | $49,212 | | Simon Property Group (SPG) | $5,216 | $38,606 | | The Mosaic Company (MOS) | $18,485 | $14,937 | | Ventas (VTR) | $4,079 | $18,007 | | WestRock Company (WRK) | $21,257 | $8,949 | | 75th Percentile | $17,112 | $38,453 | | 50th Percentile | $7,709 | $20,152 | | 25th Percentile | $4,314 | $12,861 | | Weyerhaeuser Company (WY) | $10,567 | $22,813 |

  52. Peer Group for 2023 Compensation Opportunities

    | (1) Four quarters of revenue closest to 2022 calendar year-end. |

  53. Peer Group for 2023 Compensation Opportunities

    | (2) As of December 31, 2022. |

  54. Peer Group for 2023 Compensation Opportunities

    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 have been no changes to the peer group since 2022.

  55. Pay-for-Performance

    | • | Evaluating performance against rigorous, preset performance goals; |

  56. Strong Alignment with Shareholders

    | • | A significant portion (74 percent for the CEO; 60 percent for other NEOs) of our executives’ pay is in the form of equity compensation; |

  57. Strong Alignment with Shareholders

    | • | Our PSU awards, which account for 60 percent of the equity awards for our executives, are tied to a three-year relative TSR measure; and |

  58. Strong Alignment with Shareholders

    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.

  59. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Balance between cash and equity compensation; |

  60. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Balance between short- and long-term incentives; |

  61. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Diversification of performance metrics; |

  62. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Cap on bonus payments; |

  63. Role of the Compensation Committee, Compensation Consultant and Management

    Role of the Compensation Committee, Compensation Consultant and Management

  64. Compensation Committee

    Compensation Committee 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.

  65. Independent Compensation Consultant

    Independent Compensation Consultant FW Cook has been engaged by the Compensation Committee to act as its compensation consultant and to advise the committee in the discharge of its responsibilities relating to our executive and board of directors compensation programs. The 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.

  66. Compensation Components

    | Element | Objectives and Basis | | Base salary | Provide fixed compensation within the median market range | | Annual cash incentives | Provide annual cash incentive opportunity targeted within the median market range to drive short-term company and business unit performance | | Long-term incentives — Performance Share Units | Provide long-term incentive opportunity targeted within the median market range to drive company performance and align executive and shareholder interests over a three-year performance period | | Long-term incentives — Restricted Stock Units | Provide long-term incentive opportunity targeted within the median market range to align executive and shareholder interests and retain top executive talent through long-term equity vesting | | Retirement benefits | Provide retirement benefits within the median market range | | Deferred compensation benefits | Allow executives to defer the receipt of compensation and related income inclusion for income tax purposes | | Medical and other benefits | Provide benefits package within the median market range comprised of benefits offered to all employees |

  67. Short-Term Incentive Plan

    Short-Term Incentive Plan Our AIP is an annual cash incentive plan designed to motivate our executive officers to drive strong financial and business unit performance and to provide a clear link between pay and performance.

  68. Plan Mechanics

    Plan Mechanics At the beginning of the year, each AIP participant, including each of our NEOs, was assigned a target bonus opportunity that reflected competitive practices in the market for similar positions. Target bonus opportunities in 2023 were 160 percent of base salary for our CEO and 100 percent of base salary for the other NEOs. The maximum potential bonus that may be earned by any executive officer is 200 percent of target value. Target opportunity for the CEO AIP was increased by 10 percent from 2022 to maintain competitiveness within the median market range. Funding is calculated using financial performance metrics and controllable business metrics for each of the company’s three business segments, with the financial performance metrics weighted 60 percent and the controllable business metrics weighted 40 percent. Controllable business metrics performance goals for 2023 are discussed in more detail on page 36. Metrics in each category are discrete, measurable and rigorous and provide employees with a clear view of how business and individual performances affect compensation. Funding based on the financial performance and controllable business metrics ranges from 0 percent to 200 percent of target. The Compensation Committee maintains discretion to modify AIP awards notwithstanding actual performance goal achievement in appropriate circumstances.

  69. Financial Performance Metrics (60%)

    Financial Performance Metrics (60%) Financial performance metrics are established by the Compensation Committee at the beginning of each plan year and are not subject to adjustment by management. The committee determines the level of financial performance necessary for funding the threshold, target and maximum levels, which represent funding at 20 percent, 100 percent and 200 percent of target levels, respectively. If the applicable performance goal is below the threshold, the funding level for this portion of the AIP is 0 percent. Targets for the AIP’s financial performance metrics are established based on a variety of factors:

  70. Financial Performance Metrics (60%)

    | • | The near-term outlook, prior year performance and competitive position influence the performance goal set for target funding for the Timberlands and the Real Estate, Energy & Natural Resources businesses; |

  71. Financial Performance Metrics (60%)

    | • | The cost of capital and competitive position influence the performance goal set for target funding for the Wood Products business; and |

  72. Financial Performance Metrics (60%)

    | • | Internal benchmarks of outstanding performance influence the performance goal set for maximum funding. |

  73. Financial Performance Metrics (60%)

    For 2023 financial performance metrics, the Compensation Committee set Adjusted EBITDA targets for each of the Timberlands and Real Estate, Energy & Natural Resources businesses and a Return on Net Assets (RONA) target for the Wood Products business. As discussed on page 31, in setting AIP targets we consider, among other factors, current and expected conditions in the commodity markets in which we compete. For the 2023 AIP, the financial performance metrics for Timberlands were reduced from those in 2022 primarily because of a lower Adjusted EBITDA budget for our Western Timberlands operations. The budget decrease was driven primarily by decreases in domestic market prices for logs in the west and lower pricing for Japanese log exports, along with higher harvest and transportation costs reflecting increased inflationary pressures. The following table lists the financial performance metrics by business segment for 2023:

  74. Financial Performance Metrics (60%)

    | | Metric | Threshold (20% of Target Funding) | Target (100% of Target Funding) | Maximum (200% of Target Funding) | | Timberlands | Adjusted EBITDA | $442 million | $631 million | $785 million | | Real Estate, Energy & Natural Resources(1) | Adjusted EBITDA | $275 million | $300 million | $325 million | | Wood Products | RONA | 15% | 30% | 50% |

  75. Financial Performance Metrics (60%)

    | (1) Segment Adjusted EBITDA target of $300 million includes a Natural Climate Solutions (NCS) Adjusted EBITDA target of $50 million to support the strategic growth plan for the NCS business. Financial performance for the year is based on the result of both segment and NCS Adjusted EBITDA, weighted 75 percent and 25 percent, respectively. |

  76. Financial Performance Metrics (60%)

    Adjusted EBITDA. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold and special items. We use this as the principal performance measure for the Timberlands and Real Estate, Energy & Natural Resources segments because it is a well-understood measure of how well these businesses are generating cash and is a financial performance metric that is important to our shareholders. Adjusted EBITDA also aligns our cash incentive compensation program with how the company evaluates and reports its performance to shareholders and reflects the way senior management manages the company. RONA. We define Return on Net Assets, or “RONA”, as earnings before interest and taxes, or “EBIT”, divided by average net assets, which is total assets for Wood Products less cash and cash equivalents and current liabilities. We use RONA as the principal performance measure for our Wood Products business because of its strong link over time to total shareholder return in the basic materials sector and for Weyerhaeuser. The use of this measure is intended to focus participants on generating profitability, both through increasing revenues and controlling costs. This measure also reinforces the importance of making disciplined capital investments that will improve the company’s overall returns.

  77. Bonus Allocation Process

    Bonus Allocation Process After the end of each plan year, the Compensation Committee approves the funding for the AIP based on the performance of each business against its predetermined financial performance metrics and controllable business metrics. The bonus opportunities for executive officers are first multiplied by the level of funding achieved (e.g., 50 percent funding would reduce an officer’s target opportunity by half). Funded awards may be adjusted up or down based on each officer’s individual performance rating against his or her preestablished performance goals, based on a qualitative and quantitative assessment of performance and other individual performance criteria. In general, an executive officer will earn an annual incentive award at or near his or her funding-adjusted target level. However, the committee always retains discretion to adjust awards downward in extraordinary circumstances, as it has done in the past. Individual AIP awards are calculated as follows: The chief executive officer and corporate function employees, including the chief financial officer, receive annual bonuses based on a weighting of earned funding of the AIP for the business segments — 40 percent for Timberlands, 20 percent for Real Estate, Energy & Natural Resources and 40 percent for Wood Products — modified by the performance of the individual employee against his or her performance goals. This funding mechanism is designed to align the chief executive officer and chief financial officer with the goals, priorities and success of all of our businesses, in which they each play a critical role.

  78. AIP Funding for 2023

    AIP Funding for 2023 For 2023, AIP funding multiples were as follows:

  79. AIP Funding for 2023

    | | Financial Performance Metrics | | Controllable Business Metrics | | | | Business (Financial Measure) | 2023 Financial Results | Funding Multiple (A) | 2023 Business Metrics Results | Funding Multiple (B) | 2023 Total Business Funding Multiple (A+B) | | Timberlands | $646 million(1) | 0.66 | Achieves | 0.48 | 1.14 | | Real Estate, Energy & Natural Resources | $320 million(2) | 0.92 | Achieves | 0.44 | 1.36 | | Wood Products | 26.3%(3) | 0.48 | Low Achieves | 0.30 | 0.78 | | Corporate Funding(4) | N/A | 0.64 | N/A | 0.40 | 1.04 |

  80. AIP Funding for 2023

    | (1) Reflects segment Adjusted EBITDA. |

  81. AIP Funding for 2023

    | (2) Reflects segment Adjusted EBITDA, which includes NCS Adjusted EBITDA of $47 million. Financial results and funding multiple are based on a 75 percent weighting of segment Adjusted EBITDA and a 25 percent weighting of NCS Adjusted EBITDA. |

  82. AIP Funding for 2023

    | (3) Reflects segment RONA. |

  83. AIP Funding for 2023

    | (4) Corporate funding is based on combined segment performance weighted 40 percent Timberlands, 20 percent Real Estate, Energy & Natural Resources, and 40 percent Wood Products. |

  84. AIP Funding for 2023

    AIP bonus targets and actual payout amounts for 2023 were as follows:

  85. AIP Funding for 2023

    | Named Executive Officer | Target Bonus (% of base salary) | Target Bonus Amount ($) | Funding Multiple | 2023 Bonus Earned ($) | Discretionary Adjustment | 2023 Bonus Paid ($) | 2023 Bonus Paid (% of target) | | Devin W. Stockfish Corporate | 160% | $2,080,000 | 1.04 | $2,163,200 | ($162,200) | $2,001,000 | 96% | | David M. Wold Corporate | 100% | $640,000 | 1.04 | $665,600 | ($33,600) | $632,000 | 99% | | Russell S. Hagen Real Estate, Energy & Natural Resources | 100% | $685,000 | 1.36 | $931,600 | ($46,600) | $885,000 | 129% | | Travis A. Keatley Timberlands | 100% | $630,000 | 1.14 | $718,200 | ($36,200) | $682,000 | 108% | | Keith J. O’Rear Wood Products | 100% | $690,000 | 0.78 | $538,200 | ($27,200) | $511,000 | 74% |

  86. AIP Funding for 2023

    The earned AIP bonuses for each of Messrs. Stockfish, Wold, Hagen and Keatley were above target because the business funding multiples applicable to their respective AIP opportunities exceeded target. The earned AIP bonus for Mr. O’Rear was 78 percent of target because the business funding multiple applicable to his AIP opportunity was below target. Mr. Stockfish requested that the Compensation Committee reduce the AIP bonuses paid to executive officers to reflect two safety incidents that resulted in employee fatalities in 2023. Based on this recommendation, the Compensation Committee reduced the AIP payouts for the chief executive officer by 7.5 percent and by 5 percent for all other NEOs.

  87. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year the Compensation Committee sets target long-term incentive award opportunities for each of the company’s executives, including our NEOs. Target award opportunities are aligned with the median range of peer companies, reflecting the company’s desire to have a greater proportion of pay tied to performance and long-term shareholder value. Grants of long-term incentives are not guaranteed. Participants do not receive an equity grant if performance against their performance goals does not meet minimum standards. The Compensation Committee also considers competitive market conditions, expected future contributions to the company and retention concerns in determining the final grants to executive officers. Our current long-term incentive program comprises two types of awards:

  88. Long-Term Incentive Compensation

    | • | PSU awards, which measure performance over a three-year performance period based on our total shareholder return relative to that of an industry peer group and are settled in shares of our common stock. |

  89. Long-Term Incentive Compensation

    | • | RSU awards, which vest ratably over a four-year period and are settled in shares of our common stock. |

  90. Long-Term Incentive Compensation

    Our long-term incentive awards effectively align the interests of our senior executives and our shareholders by rewarding stock price appreciation and cash returns to our shareholders. Each award type accrues additional dividend equivalent units as we pay dividends to our shareholders, and these dividend equivalent units are subject to the same performance and vesting conditions that apply to the underlying award. We make our annual long-term incentive grants to employees in February of each year at the regular meeting of the Compensation Committee, which typically is within two weeks after the company publicly releases earnings. The Compensation Committee’s February meeting date was the effective grant date for the 2023 annual equity grants to the NEOs other than Mr. Stockfish. Equity grants to Mr. Stockfish were made on the day following the Compensation Committee meeting at the meeting of the full board. Beginning in 2024, the Compensation Committee’s annual equity grants to all NEOs are effective on the date of the full board meeting, which normally occurs on the day immediately following the date of the committee meeting.

  91. Total Long-Term Incentive Compensation Grants

    Total Long-Term Incentive Compensation Grants The Compensation Committee established a target level of long-term incentives for each NEO relative to the median of competitive market long-term incentive levels. For 2023, the target long-term incentive values for the NEOs were as follows:

  92. Total Long-Term Incentive Compensation Grants

    | Named Executive Officer | 2023 Target Long-Term Incentive Value(1) | | Devin W. Stockfish | $9,500,000 | | David M. Wold | $1,975,000 | | Russell S. Hagen | $2,100,000 | | Travis A. Keatley | $1,975,000 | | Keith J. O’Rear | $2,100,000 |

  93. Total Long-Term Incentive Compensation Grants

    | (1) These amounts reflect the approved target value of long-term incentive compensation granted to each NEO in 2023. The actual grant date fair values of these grants, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, are shown in the Summary Compensation Table on page 42 and the Grants of Plan-Based Awards for 2023 table on page 44. |

  94. Total Long-Term Incentive Compensation Grants

    For 2023, 60 percent of the target value of the long-term incentive awards was granted in the form of PSUs and 40 percent of the value of the long-term incentive awards was granted in the form of RSUs.

  95. Total Long-Term Incentive Compensation Grants

    | |

  96. Performance Share Unit Awards

    Performance Share Unit Awards PSUs are designed to align pay and long-term performance, a key objective of our compensation program. We grant PSUs to executive officers to incentivize production of superior long-term shareholder returns through achievement of long-term operational and strategic business goals. A target number of PSUs were granted to the NEOs in 2023, as shown in the following table:

  97. Performance Share Unit Awards

    | Named Executive Officer | Performance Share Units | | Devin W. Stockfish | 149,179 | | David M. Wold | 30,712 | | Russell S. Hagen | 32,656 | | Travis A. Keatley | 30,712 | | Keith J. O’Rear | 32,656 |

  98. Performance Share Unit Awards

    For the 2023 PSU awards, relative TSR will be evaluated versus an industry peer group over a three-year performance period that began on the grant date and will conclude on December 31, 2025. The industry peer group is comprised of 27 companies that compete with one or more of our business units, including timberland REITs, forest products companies and wood products distribution companies. The committee chose these companies because they accurately represent our peers and competition across all our business groups and thus align well with how our performance should be measured on a relative basis. The actual number of PSUs earned will range from 0 percent to 150 percent of the target number of PSUs granted based on the company’s performance against the peer group over a three-year performance period. In the event of negative absolute company TSR performance, the maximum number of PSUs that may be earned is 100 percent of target, regardless of relative performance against the comparator group. Earned awards will vest on March 1, 2026. Dividends paid on the company’s common stock during the period when PSUs are outstanding are credited as dividend equivalents that are reinvested in additional PSUs, which are settled in additional shares to the same extent as the underlying PSU is earned. Payout percentages at various levels of relative TSR performance for the 2023 PSUs are illustrated in the table below:

  99. Performance Share Unit Awards

    | TSR Percentile Rank Against Peer Group (100% Weighting) | Payout % of Target Awards(1) | | < 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | ≥ 75th percentile | 150% |

  100. Performance Share Unit Awards

    | (1) Payout percentages for performance above threshold (TSR performance above the 25th percentile) will be linearly interpolated between percentiles. |

  101. 2021—2023 PSU Performance

    2021—2023 PSU Performance The three-year performance period for the 2021 PSU award concluded on December 31, 2023. Performance goals for these PSUs were based on our TSR relative to an industry peer group of 27 companies that remained publicly traded for the full three-year performance period. Over the performance period, the company’s TSR ranked at the 50.4th percentile, which resulted in 100.8 percent of target PSU units being earned by our NEOs.

  102. Restricted Stock Unit Awards

    Restricted Stock Unit Awards The company grants RSU awards to align the interests of executive officers with those of our shareholders by creating a strong incentive to create and preserve long-term shareholder value. Through RSUs, executive officers, like our shareholders, share both the risks and rewards of stock ownership. In addition, RSUs reward total shareholder return, whether delivered through share price appreciation or dividends. The company believes this is appropriate since, as a REIT, we have dividend distribution requirements that lead to a significant portion of our total shareholder return being delivered through dividends. Through multiyear vesting, the RSU grants also serve as a strong retention vehicle. Beginning with the 2022 annual RSU grant cycle, RSUs vest ratably over four years, with 25 percent vesting on March 1 of each year beginning with the year following the year the grant is made. RSU grants made outside of the annual grant cycle vest each year on the anniversary date of the grant. During the vesting period, unvested RSU awards are credited with dividend equivalent units, which are subject to the same vesting schedules as the underlying awards. In 2023, the following RSU awards were granted to the NEOs:

  103. Restricted Stock Unit Awards

    | Named Executive Officer | Restricted Stock Units | | Devin W. Stockfish | 112,977 | | David M. Wold | 23,259 | | Russell S. Hagen | 24,731 | | Travis A. Keatley | 23,259 | | Keith J. O’Rear | 24,731 |

  104. Change of Control Agreements

    Change of Control Agreements The company has change of control agreements with each of its executive officers. Under these agreements, the executive receives cash severance benefits upon the executive’s involuntary termination of employment by the company without cause (as defined) or resignation for good reason (as defined), in each case, within 24 months following a change of control of the company. The benefit is not payable in the event of the applicable executive’s termination for cause, a resignation by the executive for any reason other than for good reason, or the executive’s mandatory retirement, death or disability. Benefit payments are subject to the company’s compensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s severance agreement. The agreements do not provide for payment of any “golden parachute” excise taxes, and all benefits are subject to a “double trigger” (i.e., a change of control plus qualifying termination of employment). Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements, which also require a “double trigger” (i.e., a change of control plus qualifying termination of employment or a decision by the successor entity not to continue the outstanding awards). The Compensation Committee believes that change of control policies are an important element of the executive compensation program, support shareholder value creation and are necessary to attract and retain top senior talent in a competitive market. The change of control agreements are intended to ensure that management can fairly consider potential change of control transactions that could result in loss of their jobs. Change of control benefits — cash severance payments and accelerated vesting and payout of equity grants — are intended to enable executive officers to have a balanced perspective in making overall business decisions and to be competitive within overall market practices. See the description of the change of control benefits, the specific factors that would trigger payment and the amounts that can be received in connection with a change of control in Potential Payments Upon Termination or Change of Control — Change of Control beginning on page 49.

  105. Severance Agreements

    Severance Agreements The company has severance agreements with each of its executive officers. Under these agreements, the executive receives severance benefits upon their termination of service with the company unless the termination is for cause (as defined), is a result of the company’s mandatory retirement policy, is because of the death or disability of the executive or is because the executive leaves or retires voluntarily. Benefit payments are subject to the company’s compensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s change of control agreement. Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements. The Compensation Committee believes that these severance policies are an important component of the executive compensation program and are necessary to attract and retain top senior talent in a competitive market. See the description of the severance benefits and the amounts that executive officers would receive as severance payments in Potential Payments Upon Termination or Change of Control — Severance beginning on page 50.

  106. Summary Compensation Table

    Summary Compensation Table

  107. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Devin W. Stockfish President and Chief Executive Officer | 2023 2022 2021 | 1,275,000 1,186,539 1,137,500 | 9,406,128 8,765,081 7,857,107 | 2,001,000 2,900,000 3,386,000 | 330,403 0 326,224 | 9,900 117,686 8,700 | 13,022,431 12,969,306 12,715,531 | | David M. Wold Senior Vice President and Chief Financial Officer | 2023 2022 | 628,750 493,642 | 1,944,149 1,238,265 | 632,000 650,000 | 115,388 0 | 9,900 9,150 | 3,330,187 2,391,057 | | Russell S. Hagen Senior Vice President and Chief Development Officer | 2023 2022 2021 | 681,250 665,962 647,500 | 2,067,201 2,005,328 1,954,188 | 885,000 1,280,000 1,230,000 | 0 0 0 | 107,963 103,948 91,075 | 3,741,414 4,055,238 3,922,763 | | Travis A. Keatley Senior Vice President, Timberlands | 2023 2022 | 622,500 597,308 | 1,944,149 1,878,431 | 682,000 810,000 | 357,857 0 | 121,352 147,030 | 3,727,858 3,432,769 | | Keith J. O’Rear Senior Vice President, Wood Products | 2023 2022 2021 | 685,000 665,962 646,250 | 2,067,201 2,005,328 1,904,732 | 511,000 1,020,000 1,240,000 | 1,152,783 43,236 1,470,232 | 9,900 9,150 8,700 | 4,425,884 3,743,676 5,269,914 |

  108. Summary Compensation Table

    | (1) Amounts reflect the dollar amount of base salary paid in cash in the fiscal year. Additional information is provided in Base Salary on page 33. |

  109. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of RSU and PSU awards granted under the company’s long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding 2023 stock awards can be found in the Grants of Plan-Based Awards for 2023 table. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at 2023 Fiscal Year End table. For more information regarding these awards and the calculation of their fair value, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 8, Notes to Consolidated Financial Statements—Note 15 Share-Based Compensation. Assuming the highest level of performance is achieved (which would result in the vesting of 150 percent of the PSUs granted), the aggregate grant date fair value of PSUs set forth in the “Stock Awards” column above would be: Mr. Stockfish: $8,409,220; Mr. Wold: $1,731,235; Mr. Hagen: $1,840,819; Mr. Keatley: $1,731,235; and Mr. O’Rear: $1,840,819. |

  110. Summary Compensation Table

    | (3) Amounts represent the annual cash incentive awards earned under the company’s AIP, based on 2023 performance against preset performance goals. These performance goals are described in Compensation Discussion and Analysis — Compensation Program Design — Compensation Components — Short-Term Incentive Plan beginning on page 34. |

  111. Summary Compensation Table

    | (4) Amounts represent annual changes in the actuarial present value of accumulated pension benefits. In accordance with SEC rules, negative changes in the actuarial present value of accumulated benefits are reported in the table as $0. For 2023, the present value of pension benefits changed from the prior year for Mr. Hagen by a negative $6,510. |

  112. Summary Compensation Table

    | (5) Amounts under “All Other Compensation” for each of the NEOs are described in the following table: |

  113. Summary Compensation Table

    | Name | Year | Company Contribution to Defined Contribution Plan(a) ($) | Other(b) ($) | Total ($) | | Devin W. Stockfish | 2023 2022 2021 | 9,900 9,150 8,700 | — 108,536 — | 9,900 117,686 8,700 | | David M. Wold | 2023 2022 | 9,900 9,150 | — — | 9,900 9,150 | | Russell S. Hagen | 2023 2022 2021 | 107,963 103,948 91,075 | — — — | 107,963 103,948 91,075 | | Travis A. Keatley | 2023 2022 | 9,900 9,150 | 111,452 137,880 | 121,352 147,030 | | Keith J. O’Rear | 2023 2022 2021 | 9,900 9,150 8,700 | — — — | 9,900 9,150 8,700 |

  114. Summary Compensation Table

    | (a) Amounts for all NEOs represent matching contributions to the company’s 401(k) plan. For Mr. Hagen, the 2023 amount comprises a nonelective company contribution of $16,500, a matching contribution of $9,900 to the 401(k) plan and a nonelective company contribution of $81,563 to the Supplemental DC Plan. See discussion under Compensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan on page 41 for more information about these payments. |

  115. Summary Compensation Table

    | (b) For Mr. Stockfish, the 2022 amount includes $108,536 for security services. For Mr. Keatley, the 2022 amount includes $95,906 for security services and $41,974 in relocation expenses, and the 2023 amount includes the cost of executive health screening services and $99,726 in relocation expenses. The amounts for these items were calculated based on their incremental cost to the company. |

  116. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table provides information for each of our NEOs regarding 2023 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 2023 grants of AIP, PSU and RSU awards.

  117. Grants of Plan-Based Awards for 2023

    | | | | Estimated Future Payouts Under Non-Equity Plan Awards(2) | | | Estimated Future Payouts Under Equity Plan Awards(2) | | | | | | Name | Type of Award | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock Awards Number of Shares or Stock Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Devin W. Stockfish | AIP | 02/10/2023 | 416,000 | 2,080,000 | 4,160,000 | | | | | | | | PSU | 02/10/2023 | | | | 74,590 | 149,179 | 223,769 | | 5,606,147 | | | RSU | 02/10/2023 | | | | | | | 112,977 | 3,799,981 | | David M. Wold | AIP | 02/09/2023 | 128,000 | 640,000 | 1,280,000 | | | | | | | | PSU | 02/09/2023 | | | | 15,356 | 30,712 | 46,068 | | 1,154,157 | | | RSU | 02/09/2023 | | | | | | | 23,259 | 789,992 | | Russell S. Hagen | AIP | 02/09/2023 | 137,000 | 685,000 | 1,370,000 | | | | | | | | PSU | 02/09/2023 | | | | 16,328 | 32,656 | 48,984 | | 1,227,213 | | | RSU | 02/09/2023 | | | | | | | 24,731 | 839,988 | | Travis A. Keatley | AIP | 02/09/2023 | 126,000 | 630,000 | 1,260,000 | | | | | | | | PSU | 02/09/2023 | | | | 15,356 | 30,712 | 46,068 | | 1,154,157 | | | RSU | 02/09/2023 | | | | | | | 23,259 | 789,992 | | Keith J. O’Rear | AIP | 02/09/2023 | 138,000 | 690,000 | 1,380,000 | | | | | | | | PSU | 02/09/2023 | | | | 16,328 | 32,656 | 48,984 | | 1,227,213 | | | RSU | 02/09/2023 | | | | | | | 24,731 | 839,988 |

  118. Grants of Plan-Based Awards for 2023

    | (1) The date of the Compensation Committee meeting at which long-term incentive and AIP award opportunities are approved is the effective grant date for equity plan award grants and award opportunities under the AIP to the NEOs other than the CEO. Compensation decisions for the CEO are approved by the board of directors based upon recommendations by the Compensation Committee; the effective grant date for equity plan award grants and AIP award opportunities to the CEO is therefore the date of approval by the board of directors. |

  119. Grants of Plan-Based Awards for 2023

    | (2) Amounts represent the value of potential payments under the company’s AIP and the number of shares that may be earned under the PSU plan. These plans and awards are described in the Short-Term Incentive Plan section beginning on page 34 and Long-Term Incentive Compensation section beginning on page 38 under Compensation Discussion and Analysis — Compensation Program Design. |

  120. Grants of Plan-Based Awards for 2023

    | (3) Amounts represent RSUs granted under the company’s long-term incentive plan. These awards are described in the Long-Term Incentive Compensation section under Compensation Discussion and Analysis — Compensation Program Design beginning on page 38. |

  121. Grants of Plan-Based Awards for 2023

    | (4) Amounts reflect the grant date fair value of PSU and RSU awards granted under the company’s long-term incentive plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding outstanding equity awards can be found in the Outstanding Equity Awards at 2023 Fiscal Year End table. For more information regarding these awards and the calculation of their fair value, refer to company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 8, Notes to Consolidated Financial Statements — Note 15 Share-Based Compensation. |

  122. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 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, 2023.

  123. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2)(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2)(5) ($) | | Devin W. Stockfish | 02/12/2015 | 39,458 | — | 35.4050 | 02/12/2025 | — | — | — | — | | | 02/09/2016 | 90,162 | — | 23.0900 | 02/09/2026 | — | — | — | — | | | 02/14/2020 | — | — | — | — | 27,333 | 950,381 | — | — | | | 02/12/2021 | — | — | — | — | 53,433 | 1,857,861 | — | — | | | 02/12/2021 | — | — | — | — | 140,744 | 4,893,686 | — | — | | | 02/11/2022 | — | — | — | — | 68,800 | 2,392,165 | 119,546 | 4,156,619 | | | 02/10/2023 | — | — | — | — | 119,103 | 4,141,222 | 235,903 | 8,202,333 | | David M. Wold | 02/12/2014 | 1,847 | — | 30.1600 | 02/12/2024 | — | — | — | — | | | 02/12/2015 | 4,402 | — | 35.4050 | 02/12/2025 | — | — | — | — | | | 02/09/2016 | 9,272 | — | 23.0900 | 02/09/2026 | — | — | — | — | | | 02/13/2020 | — | — | — | — | 1,246 | 43,319 | — | — | | | 02/11/2021 | — | — | — | — | 2,132 | 74,131 | — | — | | | 02/11/2021 | — | — | — | — | 2,493 | 86,697 | — | — | | | 02/10/2022 | — | — | — | — | 3,244 | 112,805 | 2,505 | 87,100 | | | 05/16/2022 | — | — | — | — | 7,523 | 261,558 | 13,068 | 454,386 | | | 02/09/2023 | — | — | — | — | 24,520 | 852,569 | 48,566 | 1,688,643 | | Russell S. Hagen | 02/13/2020 | — | — | — | — | 7,314 | 254,317 | — | — | | | 02/11/2021 | — | — | — | — | 13,358 | 464,462 | — | — | | | 02/11/2021 | — | — | — | — | 35,184 | 1,223,341 | — | — | | | 02/10/2022 | — | — | — | — | 15,704 | 546,017 | 27,284 | 948,656 | | | 02/09/2023 | — | — | — | — | 26,072 | 906,526 | 51,640 | 1,795,530 | | Travis A. Keatley | 02/13/2020 | — | — | — | — | 2,059 | 71,581 | — | | | | 02/11/2021 | — | — | — | — | 3,522 | 122,455 | — | | | | 02/11/2021 | — | — | — | — | 4,120 | 143,254 | — | | | | 09/13/2021 | — | — | — | — | 8,214 | 285,605 | — | | | | 02/10/2022 | — | — | — | — | 14,708 | 511,411 | 25,557 | 888,634 | | | 02/09/2023 | — | — | — | — | 24,520 | 852,569 | 48,566 | 1,688,643 | | Keith J. O’Rear | 02/13/2020 | — | — | — | — | 7,215 | 250,851 | — | — | | | 02/11/2021 | — | — | — | — | 13,020 | 452,711 | — | — | | | 02/11/2021 | — | — | — | — | 34,294 | 1,192,392 | — | — | | | 02/10/2022 | — | — | — | — | 15,704 | 546,017 | 27,284 | 948,656 | | | 02/09/2023 | — | — | — | — | 26,072 | 906,526 | 51,640 | 1,795,530 |

  124. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) All stock options are 100 percent vested. Options are for a term of 10 years. The company discontinued granting stock options in 2017. |

  125. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) “Stock Awards” represent outstanding RSUs and PSUs. RSUs granted on February 13, 2020; February 14, 2020; February 11, 2021; February 12, 2021; September 13, 2021; and May 16, 2022, vest in 25 percent increments over four years, beginning 12 months following the grant date. RSUs granted on February 10, 2022; February 11, 2022; February 9, 2023; and February 10, 2023, vest in 25 percent increments over four years on March 1 of each year beginning one year after the grant was made. PSUs granted on February 11, 2021, and February 12, 2021, are earned based on relative company performance at the end of a three-year performance period and vest on the third anniversary of the grant date. PSUs granted on February 10, 2022, and February 11, 2022, are earned based on relative company performance at the end of a three-year performance period and vest on March 1, 2025. PSUs granted on February 9, 2023, and February 10, 2023, are earned based on relative company performance at the end of a three-year performance period and vest on March 1, 2026. PSUs granted on May 16, 2022, are earned based on relative company performance at the end of a three-year performance period and vest on May 16, 2025, the third anniversary of the grant date. |

  126. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) In accordance with SEC disclosure rules, the number of units in this column also include PSU units granted in 2021, the performance period for which was concluded on December 31, 2023, based on the actual performance (100.8 percent of target shares) of the award. |

  127. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Values were computed by multiplying the market price of $34.77 for the company’s common stock on December 29, 2023, by the number of units. |

  128. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Represents the estimated value of the 2022 and 2023 PSU awards as of December 31, 2023. Amounts shown are estimates calculated in accordance with SEC disclosure rules. The estimated value of the PSUs is the product of: (i) the number of unearned PSUs, multiplied by (ii) the market price of $34.77 for the company’s common stock on December 29, 2023. The number of unearned PSUs granted in 2022 is the product of target units granted, multiplied by the factor of 100 percent because the estimated performance as of December 31, 2023, is above “threshold” performance. The number of unearned PSUs granted in 2023 is the product of target units granted, multiplied by the factor of 150 percent because the estimated performance as of December 31, 2023, is above target performance. |

  129. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information for each of our NEOs regarding stock option exercises and vesting of stock awards during 2023. The value realized upon the exercise of options is calculated using the difference between the option exercise price and the market price of the company’s common stock at the time of exercise multiplied by the number of shares underlying the option acquired upon exercise. The value realized upon the vesting of stock awards is based on the closing market price of the company’s common stock on the trading day immediately prior to the vesting date.

  130. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Devin W. Stockfish | 33,960 | 186,114 | 176,935 | 5,980,668 | | David M. Wold | 1,846 | 1,680 | 8,020 | 259,812 | | Russell S. Hagen | — | — | 45,989 | 1,540,245 | | Travis A. Keatley | — | — | 15,708 | 514,113 | | Keith J. O’Rear | — | — | 45,071 | 1,509,128 |

  131. Pension Benefits

    Pension Benefits The following table provides information as of December 31, 2023, for each of our NEOs regarding the actuarial present value of the officer’s total accumulated benefit under each of our applicable defined benefit plans. No payments were made under these plans to any of our NEOs during 2023. All NEOs are vested in their pension plan benefits.

  132. Pension Benefits

    | Name | Plan Name | Years of Credited Service Earned Under Formula A(1) (#) | Present Value of Accumulated Benefit Earned Under Formula A(2) ($) | Years of Credited Service Earned Under Formula B(3) (#) | Present Value of Accumulated Benefit Earned Under Formula B(4) ($) | Total Years of Credited Service(5) (#) | Total Present Value of Accumulated Benefit(6) ($) | | Devin W. Stockfish | Pension Plan | — | — | 11 | 203,171 | 11 | 203,171 | | | Supplemental Retirement Plan | — | — | 11 | 1,340,908 | 11 | 1,340,908 | | David M. Wold | Pension Plan | — | — | 10 | 126,291 | 10 | 126,291 | | | Supplemental Retirement Plan | — | — | 10 | 171,101 | 10 | 171,101 | | Russell S. Hagen | Plum Creek Pension Plan | — | — | — | — | 23 | 698,582 | | | Plum Creek Supplemental Pension Plan | — | — | — | — | 23 | 1,817,018 | | Travis A. Keatley | Pension Plan | 10 | 279,434 | 14 | 224,604 | 24 | 504,038 | | | Supplemental Retirement Plan | 10 | 539,092 | 14 | 426,040 | 24 | 965,132 | | Keith J. O’Rear | Pension Plan | 21 | 1,160,999 | 14 | 444,298 | 35 | 1,605,297 | | | Supplemental Retirement Plan | 21 | 3,770,123 | 14 | 1,421,849 | 35 | 5,191,972 |

  133. Pension Benefits

    | (1) Number of years of credited service as of December 31, 2009, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula A accrued benefit only. |

  134. Pension Benefits

    | (2) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2023, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula A, or executive’s actual age, if greater. Estimates are based on current compensation and years of service. |

  135. Pension Benefits

    | (3) Number of years of credited service computed beginning on January 1, 2010, and ending as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2023, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula B accrued benefits only. |

  136. Pension Benefits

    | (4) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2023, calculated using age 65, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula B, or the executive’s actual age, if greater. Estimates are based on current compensation and years of service. |

  137. Pension Benefits

    | (5) Amounts represent total years of credited service for Messrs. Stockfish, Wold, Keatley and O’Rear under Formula A and Formula B of the Weyerhaeuser pension plans and total years of credited service for Mr. Hagen under legacy pension plans assumed by Weyerhaeuser in connection with its merger with Plum Creek Timber Company, Inc. in 2016. Mr. Hagen’s benefits under the Plum Creek legacy pension plans were frozen, and he ceased accruing benefits thereunder from and after the date of the merger, except as discussed below. |

  138. Pension Benefits

    | (6) Amounts for Messrs. Stockfish and Wold represent the total actuarial present value of accumulated benefit under Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Messrs. Keatley and O’Rear represent the total actuarial present value of accumulated benefit under Formula A and Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Mr. Hagen represent the total actuarial present value of accumulated benefit under the Plum Creek legacy pension plans, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under the plans. Estimates for Messrs. Stockfish, Wold, Keatley and O’Rear are based on current compensation and years of service. For more information regarding the method and assumptions applied in calculating the present value of accumulated benefits, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Part II, Item 8, Notes to Consolidated Financial Statements — Note 8 Pension and Other Post-Employment Benefit Plans. |

  139. Pension Benefits

    The company maintains two pension plans in which Messrs. Stockfish, Wold, Keatley and O’Rear are eligible to participate: the Weyerhaeuser Pension Plan (the “Pension Plan”), a noncontributory, tax-qualified defined benefit pension plan, and the Supplemental Retirement Plan, a noncontributory, nonqualified retirement pension plan. Benefits under the Pension Plan accrue for salaried employees under two separate formulas: Formula A, for service accrued prior to January 1, 2010; and Formula B, for service accrued on and after January 1, 2010. The annual retirement benefit payable upon normal retirement under Formula A is equal to (i) 1.1 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued through December 31, 2009, plus (ii) 0.45 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued through December 31, 2009. The annual retirement benefit payable upon normal retirement under Formula B is equal to (i) 0.8 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued on and after January 1, 2010, plus (ii) 0.3 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued on and after January 1, 2010. NEOs whose pension plan benefit exceeds IRC limitations for tax-qualified plans accrue benefits under the Supplemental Retirement Plan. Benefits from the Supplemental Retirement Plan are paid from the general funds of the company and are determined by applying the applicable formula under the Pension Plan for salaried employees but include benefits and compensation that exceed the IRC limitations. Normal retirement age for salaried employees is age 65 under the Pension Plan and the Supplemental Retirement Plan. Under the terms of the plans, Messrs. Stockfish, Wold, Keatley and O’Rear are eligible for early retirement at age 55 with at least 10 years of service. Before normal retirement at age 65, Messrs. Keatley and O’Rear’s benefit under Formula A ranges from 72 percent to 100 percent and Messrs. Stockfish, Wold, Keatley and O’Rear’s benefits under Formula B range from approximately 47 percent to 100 percent. The Pension Plan and Supplemental Retirement Plan are closed to new hires and rehires effective January 1, 2014. Mr. Hagen was hired after January 1, 2014, and is thus not eligible to participate in either Weyerhaeuser pension plan. Mr. Hagen is vested in pension benefits under the terms of legacy tax-qualified and supplemental pension and benefit plans assumed by the company in connection with its merger with Plum Creek Timber Company, Inc. in 2016. Benefits for Mr. Hagen accrued under these plans according to a cash balance formula and a final average pay formula, with the greater of the two amounts payable to him upon retirement. Mr. Hagen’s benefits under these plans were frozen, and he ceased to accrue benefits from and after the time of the Plum Creek merger, except for benefits determined by the cash balance formula, which continue to accrue an interest credit tied to the 30-year Treasury interest rate. Normal retirement age under the Plum Creek legacy plans is age 62. Under the terms of the plans, Mr. Hagen is eligible for early retirement at age 55 with at least 10 years of service. Before normal retirement at age 62, Mr. Hagen’s benefit ranges from 62 percent to 100 percent.

  140. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information for each of our NEOs regarding aggregate executive and company contributions, aggregate earnings for 2023 and year-end account balances under the company’s deferred compensation plan.

  141. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Devin W. Stockfish | — | — | 41,651 | — | 967,758 | | David M. Wold | — | — | — | — | — | | Russell S. Hagen | — | 81,563 | 164,506 | — | 2,747,001 | | Travis A. Keatley | — | — | 7,177 | — | 166,746 | | Keith J. O’Rear | — | — | — | — | — |

  142. Nonqualified Deferred Compensation

    | (1) There were no NEO contributions to deferral plans in 2023. |

  143. Nonqualified Deferred Compensation

    | (2) Amounts represent nonelective employer contributions under the Supplemental DC Plan. These amounts are also reported in the Summary Compensation Table under All Other Compensation. |

  144. Nonqualified Deferred Compensation

    | (3) Amounts represent fiscal 2023 earnings, which include interest on amounts deferred into the fixed-interest account of the deferral plan for Messrs. Stockfish, Hagen and Keatley and, for Mr. Hagen, earnings on his Supplemental DC Plan account investments. These amounts are not included in the Summary Compensation Table because the earnings were not preferential. |

  145. Nonqualified Deferred Compensation

    | (4) Amounts include compensation reported in the Summary Compensation Table for previous years in which the executive officer was an NEO, interest earned on amounts deferred into the fixed-interest account of the deferral plan for Messrs. Stockfish, Hagen and Keatley and, for Mr. Hagen, earnings on his Supplemental DC Plan account investments. |

  146. Nonqualified Deferred Compensation

    NEOs are eligible to participate in the deferred compensation plan. The plan provides the opportunity to defer base salary and cash incentives for payment at a future date. NEOs may defer between 10 percent and 50 percent of their base salary and up to 100 percent of a cash bonus. The interest credited for deferred cash is determined each year by the Compensation Committee. The current interest rate formula is 120 percent of the AFR as published by the IRS in January of the plan year. NEOs may also choose to defer all or a portion of any cash incentives into a deferred compensation plan account denominated in stock equivalent units, with a 15 percent premium applied if payment is delayed for at least five years. The amount designated to be deferred in the form of stock equivalent units and any premium is divided by the median price per share of company common stock over the last 11 trading days of January to determine the number of deferred stock equivalent units to be credited to the NEO’s account. Deferred stock equivalent units earn dividends equal to dividends paid on company common stock, which are credited as additional stock equivalent units. The value of the deferred account grows or declines based on the performance of Weyerhaeuser common stock (plus dividends). The timing of payment of deferred compensation varies depending on when the compensation was deferred and whether it was deferred into a cash account or into the stock equivalent account. All payout elections are made and administered in compliance with the requirements and limitations of IRC Section 409A. In addition, Mr. Hagen participated in the Supplemental DC Plan, which provides for nonelective employer contributions equal to 5 percent of bonus pay, plus the amount that would otherwise be provided under the tax-qualified defined contribution 401(k) plan if deferred compensation were included in the definition of “pay” and without regard to the compensation limits imposed by IRC limitations. As discussed in our Compensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan on page 41, these benefits are provided to employees who were hired on or after January 1, 2014, and therefore ineligible to participate in the company’s pension plans.

  147. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  148. CEO Pay Ratio

    CEO Pay Ratio Our CEO to median employee pay ratio is calculated in accordance with SEC rules and requirements. We identified the median employee by examining the 2023 total taxable compensation for all active employees, excluding our CEO, who were employed by us on a full- or part-time basis, or seasonally, as of December 31, 2023, and who received taxable compensation in 2023. We excluded only our Japanese employees, because they represent less than 5 percent of our total employee population. After excluding our 10 employees in Japan, our pay ratio was based on 9,464 of the 9,474 total number of our employees who received taxable compensation in 2023. We did not make any assumptions, adjustments or estimates with respect to total taxable compensation other than to exclude certain pre-tax deductions relating to health care expense, and we did not annualize the compensation for any permanent (full-time or part-time) employees who were not employed by us for all of 2023. We believe our use of total taxable compensation for these employees was appropriate because taxable income is a consistently applied compensation measure and the information is reasonably ascertainable. After identifying the median employee based on total taxable compensation, we calculated the employee’s annual total compensation using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table. Based on this information, we estimate that the total annual compensation of our median employee for 2023 is $100,256. As reported in the Summary Compensation Table, the annual total compensation for our CEO for 2023 is $13,022,431. As a result, we estimate that our 2023 CEO to median employee pay ratio is 130:1. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies are likely not comparable to our CEO pay ratio.

  149. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Discussion and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to drive superior financial results and value creation and strongly align our executives’ interests with those of our shareholders. The following table and accompanying disclosures report “compensation actually paid” (“CAP”) to our CEO and the average of such pay to our other NEOs (“Other NEOs”), along with other specified financial performance measures. The amounts shown for CAP are calculated in accordance with SEC rules and do not reflect the actual amount of compensation earned by or paid to our NEOs.

  150. Pay Versus Performance Table

    Pay Versus Performance Table

  151. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income (in millions)(7) ($) | One-Year Relative TSR (percentile rank)(8) | | 2023 | 13,022,431 | 15,217,383 | 3,806,336 | 3,882,166 | 134.98 | 131.14 | 839 | 44.1st | | 2022 | 12,969,306 | 6,616,958 | 3,660,540 | 2,012,724 | 114.30 | 114.65 | 1,880 | 61.6th | | 2021 | 12,715,531 | 17,032,291 | 4,028,448 | 4,631,147 | 143.50 | 141.81 | 2,607 | 46.3rd | | 2020 | 11,159,069 | 12,495,593 | 4,102,792 | 4,057,420 | 113.07 | 121.07 | 797 | 32.1st |

  152. Pay Versus Performance Table

    | (1) Represents total compensation reported for our CEO, Mr. Stockfish, as set forth in the Total column of the Summary Compensation Table for the applicable year. |

  153. Pay Versus Performance Table

    | (2) Represents CAP For Mr. Stockfish, as calculated in accordance with SEC rules. The following table shows the adjustments made to CEO total compensation in arriving at CAP for the applicable year. |

  154. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO ($) | Reported Grant Date Fair Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | Pension Benefit Adjustments(d) ($) | Compensation Actually Paid to CEO ($) | | 2023 | 13,022,431 | (9,406,128) | 11,709,348 | (330,403) | 222,135 | 15,217,383 | | 2022 | 12,969,306 | (8,765,081) | 2,153,628 | 0 | 259,105 | 6,616,958 | | 2021 | 12,715,531 | (7,857,107) | 12,240,850 | (326,224) | 259,241 | 17,032,291 | | 2020 | 11,159,069 | (6,942,865) | 8,671,282 | (581,691) | 189,798 | 12,495,593 |

  155. Pay Versus Performance Table

    | (a) Represents amounts reported in the Stock Awards column in the Summary Compensation Table for each applicable year. |

  156. Pay Versus Performance Table

    | (b) Equity award adjustments for each applicable year include the addition or subtraction of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vested during the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); and (iv) for awards granted in prior years that were forfeited or otherwise determined to fail to meet vesting conditions during the applicable year, a deduction equal to the fair value of such awards at the end of the prior fiscal year. The dollar value of dividend equivalent units accrued on unvested equity awards during the applicable year is reflected in the fair value of such awards. There were no equity awards that were granted and vested in the same year for any applicable year, and we generally do not grant such awards. The valuation assumptions used to calculate fair values did not differ materially from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the CEO are set forth in the following table. |

  157. Pay Versus Performance Table

    | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Previous Years ($) | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested During the Year ($) | Prior Year-End Fair Value of Equity Awards Forfeited During the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 10,131,574 | 1,016,653 | 561,121 | — | 11,709,348 | | 2022 | 6,470,132 | (4,294,677) | (21,827) | — | 2,153,628 | | 2021 | 10,006,949 | 2,141,378 | 92,523 | — | 12,240,850 | | 2020 | 7,674,440 | 1,111,101 | (114,259) | — | 8,671,282 |

  158. Pay Versus Performance Table

    | (c) Represents amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table for each applicable year. |

  159. Pay Versus Performance Table

    | (d) Pension benefit adjustments for each applicable year represent the actuarially determined service cost for services rendered during the applicable year calculated in accordance with U.S. GAAP. There were no plan amendments or initiations during the applicable year and thus no applicable cost of benefits for services rendered in periods prior to a plan amendment or initiation. The pension benefit adjustments were calculated as follows: |

  160. Pay Versus Performance Table

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2023 | 222,135 | — | 222,135 | | 2022 | 259,105 | — | 259,105 | | 2021 | 259,241 | — | 259,241 | | 2020 | 189,798 | — | 189,798 |

  161. Pay Versus Performance Table

    | (3) Represents the average of the amounts of total compensation reported for our named executive officers as a group, excluding Mr. Stockfish (“Other NEOs”) as set forth in the Total column of the Summary Compensation Table for the applicable year. Our Other NEOs for each year presented were as follows: for 2020, Russell S. Hagen, Adrian M. Blocker, James A. Kilberg and Keith J. O’Rear; for 2021, Nancy S. Loewe, Russell S. Hagen, Kristy T. Harlan and Keith J. O’Rear; for 2022, Nancy S. Loewe, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear; and for 2023, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear. |

  162. Pay Versus Performance Table

    | (4) Represents the average amount of CAP for our Other NEOs as a group as calculated in accordance with SEC rules. The following table shows the adjustments made to the average total compensation of our Other NEOs in arriving at CAP for the applicable year. |

  163. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Other NEOs ($) | Average Reported Grant Date Fair Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) | Average Pension Benefit Adjustments(b) ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2023 | 3,806,336 | (2,005,675) | 2,418,452 | (406,507) | 69,560 | 3,882,166 | | 2022 | 3,660,540 | (1,801,157) | 95,212 | (8,647) | 66,776 | 2,012,724 | | 2021 | 4,028,448 | (1,860,787) | 2,790,414 | (367,558) | 40,630 | 4,631,147 | | 2020 | 4,102,792 | (1,817,211) | 2,378,401 | (680,555) | 73,993 | 4,057,420 |

  164. Pay Versus Performance Table

    | (a) Equity award adjustments made in computing the total average adjustments for the Other NEOs employ the same methodology used in making equity award adjustments for the CEO. The following table shows the amounts deducted or added in calculating the total average equity awards adjustments for the Other NEOs. |

  165. Pay Versus Performance Table

    | Year | Year-End Fair Value of Current Year Awards Outstanding as of Year End ($) | Average Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End ($) | Average Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | Average Fair Value as of Prior Year End of Equity Awards That Failed to Meet Vesting Conditions During the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 2,151,833 | 191,725 | 74,894 | — | 2,418,452 | | 2022 | 1,050,009 | (516,427) | (20,629) | (417,741) | 95,212 | | 2021 | 2,378,529 | 386,926 | 24,959 | — | 2,790,414 | | 2020 | 2,018,468 | 414,516 | (54,583) | — | 2,378,401 |

  166. Pay Versus Performance Table

    | (b) The average pension benefit adjustments for each applicable year represent the actuarially determined service cost for services rendered during the applicable year calculated in accordance with U.S. GAAP. There were no plan amendments or initiations during the applicable year and thus no applicable cost of benefits for services rendered in periods prior to a plan amendment or initiation. The pension benefit adjustments were calculated as follows: |

  167. Pay Versus Performance Table

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2023 | 69,560 | — | 69,560 | | 2022 | 66,776 | — | 66,776 | | 2021 | 40,630 | — | 40,630 | | 2020 | 73,993 | — | 73,993 |

  168. Pay Versus Performance Table

    | (5) Represents cumulative TSR of the company for the applicable year. |

  169. Pay Versus Performance Table

    | (6) Represents cumulative TSR of the S&P Global Timber and Forestry Index for the applicable year. |

  170. Pay Versus Performance Table

    | (7) Represents net income as reported in the company’s audited financial statements for the applicable year. |

  171. Pay Versus Performance Table

    | (8) Represents the company’s percentile ranking for the applicable year based on its One-Year TSR relative to that of a comparator group of industry peers used in our PSU long-term incentive awards. The industry peer group for the applicable year corresponds to the composition of the peer group for the same PSU plan year. The Compensation Committee has identified One-Year Relative TSR as the “Company Selected Measure”. While the committee does not view this measure as the single most important financial measure of performance used in the company’s executive compensation program, we are required by SEC disclosure rules to select one such measure and identify it in the Pay Versus Performance Table as the Company Selected Measure. The committee chose this measure because relative TSR is the basis for the performance goal in the PSU plan, in which all NEOs participate. In the PSU plan, relative TSR is measured over a three-year performance period; however, pursuant to SEC guidance, we are required to disclose relative TSR for each fiscal year (a one-year period) in the table. Other important measures of performance, such as Adjusted EBITDA and RONA, are used in different combinations in our short-term incentive plan performance goals among the NEOs. |

  172. Description of Relationships Between Compensation Actually Paid and Specified Financial Measures

    Description of Relationships Between Compensation Actually Paid and Specified Financial Measures The following graphs depict the general relationships between the financial performance measures and CAP amounts set forth above in the Pay Versus Performance Table. Fluctuations in CAP are generally driven by changes to our stock price; changes to levels of projected and actual achievement of our PSU performance goals (which are based on our total shareholder return relative to that of an industry peer group, measured over a three-year performance period); changes in the degree of achievement of our short-term incentive plan goals; and, for pension service costs, changes to pension formula earnings (base pay and cash bonus) and key actuarial assumptions such as the applicable discount rate. Changes in the composition of our NEOs, particularly those involving newly appointed executive officers with relatively few outstanding equity awards, can also affect CAP from period to period.