William DeReu
About William DeReu
Vice President, Real Estate at PotlatchDeltic (PCH). Listed as a Named Executive Officer in the 2025 proxy with 18.63 years of credited service under the company’s pension programs, indicating long-tenured leadership in PCH’s land and real estate operations . Compensation and incentives are tied primarily to corporate Funds From Operations (FFO) and Real Estate EBITDDA, with PCH’s Real Estate division delivering above-target results in 2023 and 2024; performance shares vesting for the 2022–2024 cycle were 78.67% based on relative TSR outcomes, underscoring pay-for-performance linkage .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $326,900 | $342,500 |
| Base Salary Increase (% YoY) | — | 4.8% |
| Target Annual Bonus (% of Base) | 45% | 45% |
| Actual Annual Bonus Paid ($) | — | $248,900 |
Performance Compensation
| Program Element | Metric/Scale | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (AIP) – Real Estate | Mix: 80% Financial; 20% Non-Financial | Financial: Corporate FFO + Real Estate EBITDDA | 2024 division payout 161% of target; 2023 division payout 162% | Paid after fiscal year-end (Feb) |
| Financial Targets (2024) | Corporate FFO ($mm) | $229.5 | $222.4 (96.9% of target) | N/A |
| Financial Targets (2024) | Real Estate EBITDDA ($mm) | $118.2 | $147.0 (124% of target) | N/A |
| Long-Term Incentives (2024 grants) | 60% Performance Shares (PSUs) | 10,122 PSUs (target) | Earnout based on 3-yr relative TSR to peer median and Nareit index (25–200% scale) | Earn after 3-year period (through 12/31/2026) |
| Long-Term Incentives (2024 grants) | 40% RSUs | 6,748 RSUs | N/A | Single vesting date: 12/31/2026 |
| 2022–2024 PSU Outcome (company-wide) | Relative TSR vs peers and Nareit | 100% at target | 78.67% earned; TSR underperformed peer median and ranked 75/137 in Nareit | Vested; dividend credits applied |
Equity Ownership & Alignment
| Ownership Detail (as of Mar 1, 2025) | Amount |
|---|---|
| Beneficially Owned Shares | 57,684; less than 1% of shares outstanding |
| Common Stock Units (deferred/RSU equivalents) | 14,009 |
| Officer Stock Ownership Guideline | Vice Presidents: 2x base salary; all NEOs in compliance or <5 years tenure as of Mar 1, 2025 |
| Pledging/Hedging | Hedging prohibited; pledging by directors/executives prohibited except limited circumstances with Compensation Committee approval |
Outstanding awards and vesting schedule:
- Unvested RSUs: 7,003 (vest 12/31/2026) and 3,206 (vest 12/31/2025)
- Unearned PSUs at target: 10,558 (2024–2026 cycle) and 4,909 (2023–2025 cycle)
Vesting and realized value in 2024:
- Shares acquired on vesting (2024): 4,884; value realized $191,697
Employment Terms
| Scenario | Component | William DeReu ($) |
|---|---|---|
| Termination (non-CIC) | Cash Severance | $355,673 |
| Benefits Continuation (lump sum) | $17,847 | |
| Outplacement | $20,000 | |
| Total (non-CIC) | $393,520 | |
| Double-Trigger CIC (termination within 1 month before or 24 months after CIC) | Cash Severance (2.5x salary+target bonus) | $1,241,600 |
| Pro-rata Target Bonus | $154,125 | |
| Equity Acceleration (RSUs/PSUs converted/accelerated per plan) | $1,007,783 | |
| Benefits Continuation (lump sum) | $17,847 | |
| Outplacement | $20,000 | |
| Total (CIC) | $2,441,355 |
Change-in-control mechanics and recent amendment:
- At CIC, outstanding PSUs are deemed at target and converted to RSUs that vest at the end of the original performance period; RSUs awarded ≥6 months prior to CIC vest upon termination under double-trigger .
- On Oct 13, 2025, PCH’s Board removed the requirement that CIC occur ≥6 months after grant for 100% double-trigger vesting acceleration to apply to equity awards, thereby broadening CIC protection for outstanding/prospective awards .
Clawbacks and trading policies:
- Mandatory clawback under Nasdaq Listing Rule 5608 for restatements; recovery applies to incentive-based compensation awarded during the prior 3 completed fiscal years (includes TSR/stock-price based comp) .
- Additional misconduct/restatement clawback (lookback 12 months before–36 months after termination) at Board discretion .
- Enhanced insider trading policy adopted Dec 2023 with pre-clearance and 10b5-1 plan approvals; prohibits hedging and restricts pledging .
Deferred compensation and retirement:
- Nonqualified deferred compensation: 2024 executive contribution $34,010; registrant contribution $9,828; aggregate balance $1,304,785 (as of 12/31/24) .
- Present value of pension benefits: Retirement Plan $813,037; Supplemental Plan $629,618; credited service 18.63 years .
Compensation Structure Analysis
| Element | 2024 Structure | Implications |
|---|---|---|
| Cash vs Equity Mix | Equity-heavy (PSUs 60% / RSUs 40% for LTI); significant variable pay via AIP | Strong alignment to long-term TSR with performance leverage; RSU time-based aids retention |
| AIP Metrics | Financial (Corporate FFO; division EBITDDA) 80%; Non-Financial 20% | Real Estate EBITDDA targets/payouts directly link DeReu’s line-of-business outcomes to compensation |
| Peer Benchmarking | TSR peers: Weyerhaeuser, UFP, Rayonier, St. Joe, West Fraser, Canfor, Interfor, Western Forest Products | Competitive TSR framing; median at target; 200% cap reduces excessive risk-taking |
| Say-on-Pay | 2024 approval >96% | Investor support for program design |
| Policy Protections | Double-trigger CIC; clawbacks; hedging/pledging prohibitions; ownership guidelines | Robust governance; enhanced CIC vesting (Oct 2025) increases award protection |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($Billions) | $1.3 | $1.0 | $1.1 |
| Total Adjusted EBITDDA ($mm) | $574.2 | $200.2 | $232.1 |
| Real Estate EBITDDA ($mm) | — | $67.8 | $147.0 |
| Corporate FFO ($mm) | — | $188.1 | $222.4 |
Investment Implications
- High alignment to divisional performance: AIP heavily weights Real Estate EBITDDA and Corporate FFO, and Real Estate exceeded targets in 2023–2024, driving above-target payouts; expect continued sensitivity of pay to land sales execution and pricing .
- Retention and acceleration: RSUs vest on single dates (Dec 31, 2025/2026) and 2025 CIC amendment broadens acceleration eligibility, reducing forfeiture risk in strategic transactions and potentially dampening voluntary attrition ahead of vest dates .
- Governance strength: Double-trigger CIC, robust clawbacks, and ownership/anti-hedging policies support shareholder alignment; 2024 say-on-pay at >96% indicates limited compensation-related overhang .
- Equity ownership: Direct holdings plus stock units indicate skin-in-the-game, with Vice President ownership guideline at 2x salary and NEOs in compliance; limited insider selling pressure evidence in filings, but scheduled RSU/PSU settlements can create periodic tax-related sales .