WEYERHAEUSER REIT (WY)
Sector: Real Estate
2026 Annual Meeting Analysis
WEYERHAEUSER REIT · Meeting: May 15, 2026
Directors FOR
1
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Emmert has served since 2008, so his tenure fully overlaps the 3-year underperformance period. Weyerhaeuser's 3-year total return of -9.5% trails the company-disclosed compensation peer group median of +14.3% by 23.8 percentage points, which exceeds the 20-point threshold that applies when absolute 3-year returns are negative. The 5-year check does not provide a mitigant: WY's 5-year return of -19.3% trails the peer median of +18.0% by 37.3 percentage points, well above the same 20-point threshold, confirming sustained underperformance rather than a temporary dip. No overboarding or attendance issues were identified.
Holley has served since 2016, so his tenure fully overlaps the 3-year underperformance period. The 23.8-percentage-point gap versus the peer group median exceeds the 20-point trigger for negative absolute TSR, and the 5-year gap of 37.3 points also exceeds the same threshold, indicating sustained underperformance rather than a short-term issue. No overboarding or attendance concerns were found.
Lewis has served since 2016, fully overlapping the underperformance period. The same 23.8-point 3-year peer gap and 37.3-point 5-year peer gap both exceed the applicable 20-point threshold, indicating this is not a transient issue. She serves on three other public company boards (Healthpeak, Freeport-McMoRan, PwC LLP U.S.), which is within the policy limit, and attendance was 100%.
Merriwether has served since 2020, meaning her tenure overlaps the full 3-year measurement period. The 23.8-point 3-year underperformance versus the peer group median exceeds the 20-point threshold for negative absolute TSR, and the 5-year check at 37.3 points also exceeds the threshold, confirming sustained underperformance. No overboarding or attendance issues were identified.
Monaco has served since 2020, fully overlapping the 3-year underperformance window. The 23.8-point peer gap and the 37.3-point 5-year gap both exceed the 20-point negative-TSR threshold, pointing to sustained rather than temporary underperformance. No overboarding or attendance concerns were identified.
O'Rourke joined in 2023, which is more than 24 months before the 2026 meeting date and therefore outside the new-director exemption. His tenure covers the bulk of the 3-year measurement period, and the 23.8-point peer gap exceeds the 20-point threshold. The 5-year mitigant does not apply as 5-year data during his tenure is insufficient to independently clear the threshold, and the overall company 5-year gap of 37.3 points confirms the underperformance trend. No overboarding or attendance issues were identified.
Piasecki has served since 2003, fully overlapping the underperformance period. The 23.8-point 3-year peer gap exceeds the 20-point threshold, and the 5-year gap of 37.3 points confirms sustained underperformance that disqualifies the mitigant. She holds four outside public company board seats (BWX Technologies, BAE Systems, Kymeta, plus Howmet ended 2023), currently three active seats which is within policy limits, and attendance was 100%.
Selzer has served since 2016, fully overlapping the underperformance period. The 23.8-point 3-year and 37.3-point 5-year gaps versus the peer median both exceed the 20-point threshold for negative absolute TSR, indicating sustained underperformance. No overboarding or attendance issues were identified.
Stockfish has served as a director since 2019 and as CEO throughout the measurement period, so his tenure fully overlaps the underperformance window. As an executive director, he is subject to the same TSR trigger as all other directors. The 23.8-point 3-year peer gap exceeds the 20-point threshold, and the 37.3-point 5-year gap confirms this is sustained underperformance rather than a temporary dip. This AGAINST vote as a director is independent of the Say on Pay evaluation.
Williams has served since 2006, fully overlapping the underperformance period. The 23.8-point 3-year peer gap exceeds the 20-point threshold, and the 37.3-point 5-year gap confirms sustained underperformance, disqualifying the mitigant. Attendance was 100% and no overboarding concerns were identified.
For Analysis
Appointed November 2025, well within the 24-month new-director exemption from the TSR trigger, and brings deep homebuilding and real estate industry expertise relevant to Weyerhaeuser's business.
The TSR underperformance trigger fires for 10 of the 11 director nominees. Weyerhaeuser's 3-year total return of -9.5% trails its company-disclosed compensation peer group median of +14.3% by 23.8 percentage points, which exceeds the 20-point threshold applicable when absolute returns are negative. The 5-year mitigant does not apply — the 5-year gap of 37.3 points also exceeds the same 20-point threshold, confirming sustained underperformance. Rick Beckwitt, appointed in November 2025, is exempt from the TSR trigger as a new director within 24 months of joining, and receives a FOR vote. All other nominees receive AGAINST votes. The ^FNER ETF fallback (gap of -20.9pp, threshold 30pp) would not independently trigger a No vote, but the company-disclosed compensation peer group is the primary benchmark under policy and does trigger the No vote.
Say on Pay
✓ FORCEO
Devin W. Stockfish
Total Comp
$13,983,685
Prior Support
94%%
The CEO's total reported pay of approximately $14.0 million is within a reasonable range for a CEO of a $17 billion market-cap REIT and natural resources company, and prior-year shareholder approval was very strong at over 94%, well above the 70% threshold that would require a response. The pay structure is sound: approximately 61% of CEO pay is performance-based (performance share awards tied to 3-year relative total shareholder return, plus annual cash incentives tied to measurable financial and operational goals), and the company has a robust clawback policy that exceeds SEC requirements. While Weyerhaeuser's stock has underperformed its peers, the PSU plan already penalized executives for that underperformance — the 2023-2025 performance share awards paid out at only 66.6% of target due to the company finishing at the 33rd percentile of its relative TSR peer group — demonstrating that the incentive structure is working as intended to align executive pay with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,269,000
Non-Audit Fees
$102,306
Non-audit fees of $102,306 represent approximately 1.9% of audit fees of $5,269,000, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Weyerhaeuser's size and complexity. Auditor tenure was not disclosed in the filing, so under policy the tenure trigger does not apply and no negative inference is drawn from the absence of that disclosure.
Overall Assessment
Weyerhaeuser's 2026 annual meeting ballot contains three proposals: director elections, Say on Pay, and auditor ratification. The most significant governance concern is sustained stock underperformance — WY's 3-year total return of -9.5% trails its own compensation peer group median by 23.8 percentage points, triggering AGAINST votes on 10 of 11 director nominees (only newly appointed Rick Beckwitt is exempt); the Say on Pay and auditor ratification proposals both pass the applicable policy screens and receive FOR votes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing