Weyerhaeuser : Q1 2025 Proxy Statement

Published: 2025-03-26 13:40:11 ET WY

Forward-Looking Statements

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

Dear Shareholders

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

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

Whether or not you plan to attend the virtual annual meeting, your vote is important, and we urge you to share your voice and vote as soon as possible.

On behalf of your board of directors, thank you for your continued ownership and support of Weyerhaeuser.

Sincerely,

We continue to build on our legacy as a global leader in sustainable forestry and wood products manufacturing

Chairman of the Board

Rick R. Holley

Devin W. Stockfish

President and Chief Executive Officer

Table of Contents

Notice of the 2025 Annual Meeting of Shareholders 1

Proxy Voting Roadmap 2

2024 Performance Highlights 4

Environmental Stewardship and Social Responsibility 5

Environmental Stewardship 5

Social Responsibility 6

Corporate Governance 8

Nine of Our 10 Directors Are Independent 8

Our Board Chair and Chief Executive Officer Roles Are

Separate 8

Our Board Committees 9

How We Oversee and Manage Risk 10

We Require Board Pre-Approval of Any Related Party

Transactions 11

The Board's Role in Ensuring Leadership Continuity 12

How We Determine the Board's Composition 12

Ensuring the Board Functions Well 13

We Are Accountable to Our Shareholders 14

We Maintain and Live by Our Code of Ethics 15

How You Can Communicate with Our Board 15

Item 1. Election of Directors 16

Nominees for Election 16

Board and Committee Meetings in 2024 21

Director Compensation 21

Annual Shareholder Meeting Attendance 22

Item 2. Approve, on an Advisory Basis, Compensation of

the Named Executive Officers 23

Compensation Committee Report 23

Executive Compensation 24

Compensation Discussion and Analysis 24

Executive Summary 24

Compensation Philosophy and Principles 26

Compensation Program Design 29

Other Factors Affecting Compensation 37

Compensation-Related Governance Policies and

Practices 38

Compensation Tables 39

Summary Compensation Table 39

Grants of Plan-Based Awards for 2024 41

Outstanding Equity Awards at 2024 Fiscal Year End 42

Option Exercises and Stock Vested in 2024 43

Pension Benefits 44

Nonqualified Deferred Compensation 45

Potential Payments Upon Termination or Change of

Control 46

Compensation Committee Interlocks and Insider

Participation 49

Risk Analysis of Our Compensation Programs 50

CEO Pay Ratio 50

Pay Versus Performance 51

Pay Versus Performance Table 51

Table of Financial Performance Measures 53

Description of Relationships Between Compensation

Actually Paid and Specified Financial Measures 54

Item 3. Ratify Selection of the Independent Auditors 55

Audit Committee Report 57

Stock Information 58

Beneficial Ownership of Common Shares 58

Equity Compensation Plan Information 59

Future Shareholder Proposals 60

Shareholder Recommendations and Nominations of

Directors 60

Communicating with the Corporate Secretary 61

Voting Matters 61

Other Matters 62

Appendix A

A-1

Items of Business

Board Recommendation

Item 1 Election of Directors

See page 16

FOR

Each nominee

Item 2 Approve, on an Advisory Basis, Compensation of the Named Executive Officers

See page 23

FOR

Item 3 Ratify Selection of the Independent Auditors

See page 55

FOR

Proxy Materials

On or about March 26, 2025, we began distributing to each shareholder entitled to vote at the annual meeting either (i) a Notice of Internet Availability of Proxy Materials; or (ii) our proxy statement, a proxy card and our 2024 Annual Report to Shareholders and Form 10-K. The Notice of Internet Availability of Proxy Materials contains instructions about how to electronically access our proxy statement and our 2024 Annual Report to Shareholders and Form 10-K, how to vote and how to receive a paper copy of our proxy materials by mail, if desired.

Attending the Virtual Annual Meeting

There will be no physical location for the annual meeting. Shareholders may attend, vote and ask questions at the meeting only by logging in atwww.virtualshareholdermeeting.com/WY2025using their unique control number included on their proxy card or their Notice of Internet Availability of Proxy Materials. Our virtual meeting format allows shareholders to attend and participate in our annual meetings regardless of their location, and it eliminates the time, cost and environmental impacts associated with traveling to one physical meeting location. Our meeting platform is structured to provide shareholders with the same opportunities to vote and ask questions of management, the board and our independent auditors as they would have if the meeting were conducted in person.

How to Vote

Your vote is important. Shareholders who are owners of record of Weyerhaeuser common shares at the close of business on March 11, 2025, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. Whether or not you expect to attend the virtual annual meeting, we urge you to vote as soon as possible by one of the methods in the box on the left. You may also cast your vote at the virtual annual meeting.

If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. For more information on how to vote your shares, please refer to Voting Matters - Options for Casting Your Vote on page 62.

Kristy T. Harlan

Senior Vice President, General Counsel and Corporate Secretary March 26, 2025

IMPORTANT NOTICE

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

Proxy Voting Roadmap

Item 1. Director Nominees

We ask that you vote for each of the following 10 nominees

We maintain an appropriate balance of skills and backgrounds to provide sound guidance over the company's business.

RegulatoryorLegal

Environment,Nature orClimateStrategy

Finance&Capital

Markets

International

Business

RiskManagement

Mark A. Emmert, 72

Rick R. Holley, 73

Sara Grootwassink Lewis, 57

Deidra C. Merriwether, 56

Al Monaco, 65

James C. O'Rourke, 64

Nicole W. Piasecki, 62

Lawrence A. Selzer, 65

Devin W. Stockfish, 51

Kim Williams, 69

Item 2. Executive Compensation

We are seeking your approval, on an advisory basis, of our Say-on-Pay Vote for 2025

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

Objective Key Compensation Practices

Offer competitive pay opportunity to attract and retain top talent

• We target compensation in the median range of market pay

• An independent compensation consultant, Frederic W. Cook & Co., Inc. (''FW Cook''), advises the Compensation Committee regarding best and competitive pay practices Emphasize pay-for-performance that drives superior financial results and value creation

• A significant portion of our executive pay is performance based

• We evaluate performance against rigorous preset goals

• When appropriate, we exercise negative discretion to reduce incentive cash compensation otherwise payable

Provide strong alignment with the interests of our shareholders

• Equity constitutes a significant portion of our executive pay

• Performance share unit (''PSU'') awards are tied to three-year relative total shareholder return (''TSR'')

• Caps on annual long-term incentives, including when TSR is negative

• Share ownership requirements of 6x base salary for CEO and 3x base salary for other executives

Mitigate unnecessary and excessive risk-taking

• No employment agreements or guaranteed bonuses

• Compensation recovery and anti-hedging and anti-pledging policies

• ''Double trigger'' acceleration of change of control benefits

• Limited executive perquisites; no tax gross-ups for ''golden parachute'' excise taxes

Item 3. Ratify Selection of the Independent Auditors

We ask that you review and ratify with your vote the selection of KPMG LLP for 2025

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

2024 Performance Highlights

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

$735M

5.3%

$244M

$40M

in total cash returned to

increase to quarterly

of Timberlands

captured in Operational

shareholders based on

base dividend in 2024

acquired in Alabama

Excellence improvements

2024 results and actions

to $0.20 per share

in 2024

across our business

Growing Timberlands and Wood Products

• Announced a strategic $500 million investment to build a new TimberStrand® facility in Arkansas, expected to generate approximately $100 million of annual Adjusted EBITDA** at full operating capacity

• Completed the acquisition of 84 thousand acres of timberlands in Alabama for $244 million, placing us at approximately $775 million toward our multi-year goal to grow our timberland portfolio by $1 billion

Advanced Natural Climate Solutions Business

• Our NCS business generated operating income of $55 million and $84 million of Adjusted EBITDA*, a 79 percent increase over 2023; on track to meet our goal of $100 million of Adjusted EBITDA** for our NCS business by year-end 2025

• Advanced several new forest carbon projects and monetized an additional 50,000 credits in the voluntary market

• Entered into a carbon capture and storage exploration agreement covering 188 thousand acres of our subsurface rights in Arkansas, Louisiana and Mississippi

• Commenced operations on a new wind site and on our first solar development project, with two additional solar projects and one additional wind project currently under construction

Enhanced ESG Foundation

• Initiated fulsome review of our company safety programs, supported by third-party experts, and developed multi-year improvement plans for systems, tools, training and support

• Developed our Nature Perspective, a comprehensive assessment of our nature-related dependencies, impacts, risks and opportunities that informs our business operations and sustainability-related disclosures

• Leveraged our Carbon Credit and Greenhouse Gas (''GHG'') Inventory Principles to showcase our leadership in carbon integrity and accounting

• Strengthened focus on technical training for critical business roles and delivered classroom leadership training to over 350 employees

• Included on the Dow Jones Best-in-Class North America Index (formerly Dow Jones Sustainability Index) - the only company included from our industry in 2024

* See Appendix A for a definition and explanation of these non-GAAP measures, a full reconciliation of each measure to the most directly comparable GAAP measure and a brief discussion of why we use these non-GAAP measures.

** We have not provided a reconciliation of forecasted Adjusted EBITDA related to NCS or our planned new operating facility to the most comparable GAAP measures because Adjusted EBITDA excludes the impact of certain items described in Appendix A and management cannot estimate the impact these items will have on Adjusted EBITDA without unreasonable effort.

Environmental Stewardship and Social Responsibility

Sustainability is one of the core values of our company and has been fundamental to our operations for nearly 100 years. We have spent decades building a strong foundation characterized by excellence in environmental stewardship, social responsibility and corporate governance. Our board provides oversight and direction on our sustainability strategy and ESG goals. Management reports to the full board on these matters on a regular basis, and the board annually reviews our performance and progress.

Environmental Stewardship

Everything we do in our forests and our manufacturing operations considers the long-term view. From a business perspective, we ensure our forests continue to provide a sustainable supply of wood fiber now and in the future, while also enhancing and protecting the many additional benefits they provide, such as clean water, clean air and critical areas for biodiversity. In our manufacturing operations, we focus on efficient use of raw materials and responsible environmental management of our sites. These priorities are also reflected in our annual incentive compensation plan goals.

We are proud of our stellar performance in environmental stewardship and are firmly committed to ongoing scientific research and partnerships to find innovative, meaningful ways to improve our practices. Through our practices, we:

• Keep the harvest and growth of our forests in balance

• Consider our nature-related dependences, impacts, risks and opportunities in our business operations

• Preserve valuable wildlife habitat and protect biodiversity

• Verify our practices through externally validated certification programs

Minimizing Our Environmental Footprint

• Sequester carbon in our sustainably managed forests and store it in our wood products

• Manage our environmental footprint and reduce the risk of negative environmental impacts

• Contribute to clean water and improve air quality

• Reduce the likelihood and magnitude of forest fires

We meet or exceed rigorous environmental standards in all areas where we operate, and we constantly strive to improve the efficiency of our operations. We focus on increasing energy and resource efficiency, reducing greenhouse gas emissions, conserving natural resources and protecting biodiversity on the lands where we source wood, and offering products with superior sustainability attributes to meet our customers' needs. We set measurable sustainability goals aligned with our business strategy and regularly evaluate our progress. We are committed to continuously improving our sustainability practices based on sound science and innovation. We actively monitor environmental conditions that could affect our assets and operations and partner with and support local, regional, national and global nonprofit organizations, research institutes, universities and government agencies on research efforts and projects.

Our Carbon Record

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

Our Nature Perspective

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

99%

>66%

100%

100%

of our wood residuals

of our own energy needs are

of our wood fiber supply is

of our Timberlands are

are used to create other

met using renewable biomass

certified to the Sustainable

certified to the Sustainable

products or to generate

Forestry Initiative®

Forestry Initiative® Forest

energy, on average

Fiber Sourcing or Certified

Management Standard

Sourcing standards

Social Responsibility

We know that maintaining a talented and engaged workforce and strong relationships with the communities where we operate is critical to our long-term value creation. For us, this commitment to our people and our communities means creating a safe, diverse and inclusive work environment. It also means supporting the communities where we operate, so they can be vibrant, prosperous places to live and work. It's good for our business, and it's the right thing to do.

Ensuring a Safe and Healthy Work Environment

The most fundamental characteristic of our culture at Weyerhaeuser is our deep commitment to the safety of our people. For us, safety is a core value and comes first in everything we do. Our safety results outperform national industry safety rates and are driven by:

Reduction in

Recordable Incident Rate

• Caring leadership with a safety-focused ''tone at the top''

• Engaged employees with robust safety training and education

• A strong focus on identifying and reducing hazards and risks

Our efforts have resulted in a significant and sustained reduction in the number and severity of recordable injuries over the last several decades. However, in light of recent safety challenges, in 2024 we commenced a fulsome review of our safety program (supported by third-party experts) and have built a multi-year improvement plan to further strengthen our safety program and systems. Focus areas of the plan include improving the standardization of our safety program across geographies and business segments, furthering our risk-based approach and increasing our emphasis on engineering-based solutions to safety risks. We have also convened a safety council to oversee program governance and ensure strategic alignment across our businesses, and beginning with the 2025 compensation cycle, safety metrics will form part of our annual incentive plan goals.

2000

2024

Recordable Incident Rate ("RIR") calculated based on the number of Occupational Safety and Health illnesses that occur in 100 workers working in one year. 2024 RIR is based on information available to date.

Managing Talent To Sustain Our Business

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

of our employees agree we always put 89% safety first

of our employees agree they get the training 87% they need to do their jobs well

of our salaried employees have individual 92% development plans

Disclaimer

Weyerhaeuser Company published this content on March 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 26, 2025 at 17:39:01.400.