WEYERHAEUSER REIT (WY)
Sector: Real Estate
2026 Annual Meeting Analysis
WEYERHAEUSER REIT · Meeting: May 15, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Appointed November 2025, less than 24 months ago, so he is exempt from the TSR performance trigger; brings relevant homebuilding and real estate industry expertise.
WY's 3-year price return is -8.1% (negative absolute TSR), and the gap versus the ^FNER benchmark is -17.9 percentage points, which does not meet the 30-point threshold required to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold for a negative absolute TSR period; no overboarding, attendance, or independence issues identified.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; serves as Audit Committee Chair with strong financial and REIT expertise, and no other policy concerns identified.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; serves on the Audit Committee with relevant financial expertise and no other policy concerns identified.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; brings relevant capital-intensive industry and natural resources expertise with no overboarding or attendance issues.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; director since 2023 with relevant commodities and operational leadership experience and no other policy concerns.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; serves as Governance Committee Chair with extensive board and governance experience and no policy concerns identified.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; brings relevant environmental and timberland expertise and no overboarding, attendance, or independence issues identified.
As CEO and director, subject to the same TSR trigger as all other directors; the 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point threshold required to trigger a vote against, so no TSR concern applies.
The 3-year TSR gap versus ^FNER is -17.9 percentage points, below the 30-point trigger threshold; brings investment management and financial expertise relevant to the Audit and Governance committees with no policy concerns identified.
All 11 director nominees receive a FOR vote. Weyerhaeuser's 3-year price return is -8.1% (negative absolute TSR), and the underperformance gap versus the ^FNER benchmark is -17.9 percentage points, which falls short of the 30-point threshold needed to trigger a vote against under the policy for companies with negative absolute TSR. Rick Beckwitt is additionally exempt as a director appointed within the past 24 months. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. Directors attended 100% of board and committee meetings in 2025.
Say on Pay
✓ FORCEO
Devin W. Stockfish
Total Comp
$13,983,685
Prior Support
94%%
The CEO received total compensation of approximately $14.0 million in 2025, which is within a reasonable range for the CEO of a large-cap REIT and integrated timber company with a $17.6 billion market cap. The pay structure is strongly performance-oriented: approximately 61% of the CEO's pay is performance-based (tied to company financial results and relative total shareholder return over three years), which comfortably exceeds the 50-60% threshold the policy requires. The prior year Say on Pay vote received 94% shareholder support, indicating strong shareholder alignment, and the company's 2023-2025 performance share award paid out at only 66.6% of target due to below-median relative TSR, demonstrating that the incentive structure actually reduced pay when performance lagged — a clear sign the pay-for-performance link is functioning as intended.
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 explicitly disclosed in the proxy, so the tenure trigger does not fire per policy, and no material financial restatements were identified.
Overall Assessment
The 2026 Weyerhaeuser annual meeting presents three standard proposals: election of 11 director nominees, ratification of KPMG as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote determination — the director TSR trigger does not fire because Weyerhaeuser's underperformance versus the ^FNER benchmark (-17.9 percentage points) falls below the 30-point threshold applicable when absolute 3-year TSR is negative, auditor fees show a minimal non-audit ratio of under 2%, and the executive compensation program demonstrates a functioning pay-for-performance structure with strong prior shareholder support.