Lawrence Peiros
About Lawrence S. Peiros
Independent director at PotlatchDeltic (PCH); age 69; director since February 2003. Former Executive Vice President and Chief Operating Officer at The Clorox Company with a 32‑year tenure, bringing extensive global operating, marketing, product supply, and R&D leadership experience; has served on public and private boards, and is PCH’s Lead Director (Vice Chair) appointed by the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Executive Vice President & Chief Operating Officer | 2007–2013 | Senior operating leader across marketing, sales, supply chain, R&D; regular investor engagement and industry association leadership |
| The Clorox Company | Group Vice President | 1999–2007 | Multi-business unit leadership |
| The Clorox Company | Various roles (joined 1981) | 1981–1999 | Progressive operating and management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ross Stores, Inc. | Director | 2013–2019 | Public company board experience in retail |
| Annie’s, Inc. | Director | 2013–2014 | Public company; acquired by General Mills in 2014 |
| Once Upon A Farm | Director | Appointed 2018 | Private organic fresh food startup |
Board Governance
- Independence: Independent under Nasdaq and PCH policy; only the Chair (Covey) and CEO (Cremers) are non‑independent .
- Lead Director (Vice Chair): Peiros presides over executive sessions; consults on agendas; coordinates independent director communications; may call special meetings; collaborates on board effectiveness; coordinates annual board evaluation .
- Committee memberships (2024): Executive Compensation & Personnel Policies Committee member; Nominating & Corporate Governance Committee member. Not on Audit .
- Attendance: Board met 4 times in 2024; no director attended less than 75% of Board/committee meetings during membership .
- Executive sessions: Held at each regular Board meeting without management present; committees also schedule executive sessions .
| Governance Item | Detail |
|---|---|
| Board size | 9 directors |
| Committee roles (Peiros) | Compensation (member); Nominating & Corporate Governance (member); Lead Director (independent leadership) |
| Independence status | Independent |
| Attendance threshold met | Yes (≥ 75%) |
| Executive sessions | Regularly held without management |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes | |---|---:| | 2024 | 112,500 | Cash includes Board retainer ($75,000), Lead Director fee ($25,000), committee member fees (Comp $7,500; Nominating $5,000); structure unchanged in 2024 |
Additional cash program details:
- Retainer schedule: Board $75,000; Lead Director $25,000; Committee member fees: Audit $12,000, Compensation $7,500, Nominating $5,000; committee chair higher .
- Deferrals: Peiros deferred fees into stock units; credited 2,608 stock units in 2024 for deferred cash plus dividend equivalents per plan terms .
Performance Compensation (Director equity)
| Grant | Type | Grant Date | Units/Shares | Grant-Date Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 annual | Restricted Stock Units (RSUs) | 2024-05-09 | 3,026 units (per director) | 130,000 (per director) | Time-based; vests on 1st anniversary; may vest at retirement year if hitting mandatory age 72 |
- Director equity awards are time-based RSUs; no options granted; dividend equivalents accrue in stock units; awards granted under long-term plan; policy emphasizes equity alignment with holders .
- Matching gifts program: up to $1,500; Peiros received $1,500 “All Other Compensation” reflecting matching gifts in 2024 .
Other Directorships & Interlocks
| Company | Relationship to PCH | Potential Conflict Notes |
|---|---|---|
| Ross Stores, Inc. (2013–2019) | No evident supplier/customer overlap with timber REIT | Retail apparel; low direct conflict risk |
| Annie’s, Inc. (2013–2014) | No evident overlap | Food; short tenure; acquired in 2014 |
| Once Upon A Farm (from 2018) | Private food startup | Low overlap with timber/REIT operations |
No related-party transactions requiring disclosure in 2024; PCH’s Audit Committee policy requires review/approval of any related party items >$120k; none were reportable in 2024 .
Expertise & Qualifications
- Senior operations executive with global experience in marketing, sales, product supply, and R&D; seasoned governance and investor relations competencies .
- Lead Director responsibilities reflect board effectiveness, independence, agenda-setting, and executive sessions leadership .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Common Stock Units (non-voting) |
|---|---|---|---|
| Lawrence S. Peiros | 10,441 | 0.013% (10,441 / 78,744,504) | 81,298 |
Notes:
- Shares held in trust with shared voting/investment power with spouse .
- Director stock ownership guidelines: minimum 5x annual cash retainer; includes common stock units; all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging prohibited for directors; pledging prohibited for directors and executive officers except limited cases with Compensation Committee approval .
Governance Assessment
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Strengths:
- Independent Lead Director with robust responsibilities enhances board oversight and independent voice; presides over executive sessions and influences agendas .
- Active roles on Compensation and Nominating committees align with his operating and governance background; committees composed entirely of independent directors .
- High alignment via meaningful equity holdings in common stock units; compliance with 5x retainer ownership guideline; participation in deferrals reinforces long-term orientation .
- No 2024 related-party transactions; strong insider trading/anti-hedging/limited pledging policies .
-
Watch items and potential red flags:
- Time-based RSU grants for directors lack performance conditions; while standard, investors may prefer performance-linked director equity; current structure is one-year vesting .
- Lead Director role is strong, but Chair is former CEO (non-independent); continued reliance on Lead Director mechanisms is important for balance .
- Beneficial share ownership as a percent of outstanding is small (typical for large-cap REITs); alignment primarily via stock units rather than significant direct share ownership .
-
Shareholder signals:
- 2024 say‑on‑pay support was >96%, indicating broad investor confidence in compensation governance framework and committee oversight .
Board Governance Details (Committees)
| Committee | 2024 Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Alonzo; Breard (Chair); DeCosmo; Leland; Sullivan | Breard | 8 |
| Executive Compensation & Personnel Policies | Breard; Driscoll; Leland (Chair); Peiros | Leland | 4 |
| Nominating & Corporate Governance | Alonzo; Driscoll; Peiros; Sullivan (Chair) | Sullivan | 4 |
Director Compensation Breakdown (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 112,500 | Board + Lead Director + committee member fees |
| Stock Awards (RSUs) | 130,000 | Grant on 2024-05-09; 3,026 units; 1‑year vest |
| All Other Compensation | 1,500 | Matching Gifts to Education Program |
| Total | 244,000 | — |
Deferred compensation elections:
- 2024 deferral into stock units: 2,608 units credited including dividend equivalents .
Policies Relevant to Conflicts and Alignment
- Related Person Transactions Policy: Audit Committee review/approval; no such transactions in 2024 .
- Insider Trading, Hedging & Pledging: Hedging prohibited; pledging restricted and requires Compensation Committee approval; policy posted and incorporated by reference .
- Director Ownership Guidelines: Minimum 5x retainer; all non-employee directors compliant as of Dec 31, 2024 .
- Communications: Lead Director coordinates responses to shareholder communications; dedicated email address for non-management directors .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote: approved by over 96% of votes cast; compensation approach retained in light of strong support .
Expertise & Qualifications
- Board qualifications: operating executive experience, governance oversight, investor relations, and leadership across complex global functions; supports Compensation and Nominating committee work .
Governance Conclusion
Peiros’s independent leadership as Lead Director and dual committee roles strengthen board effectiveness and investor alignment. Absence of related-party transactions and robust trading/hedging policies mitigate conflict risk. Director equity is time-based, not performance-conditioned, which is common but worth monitoring against evolving investor preferences for performance-linked director pay .