Al Monaco
About Al Monaco
Al Monaco (age 65) has served on Weyerhaeuser’s board since 2020 and is an independent director with deep experience leading capital‑intensive, regulated energy infrastructure businesses. He holds a Business Administration diploma (Accounting) from SAIT, an MBA in Finance from the University of Calgary, completed Harvard’s Advanced Management Program, and is a Chartered Professional Accountant. His credentials include CEO tenure at Enbridge and extensive M&A, capital markets, and ESG oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enbridge Inc. | President & CEO | 2012–2023 | Led large, complex North American/international energy infrastructure operations; oversight of regulated businesses, capital allocation, ESG |
| Enbridge Inc. | EVP, Natural Gas Transmission & Renewable Energy; EVP, Major Projects Execution; President, Enbridge Gas Distribution; SVP, Corporate Planning & Development | 2003–2012 | Strategy, development, major projects execution, human capital management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Canadian National Railway Company | Director | 2023–present | Public company board; logistics and capital‑intensive operations oversight |
| Enbridge & affiliated public entities | Director/Board roles | 2012–2023 | Roles during executive tenure |
| American Petroleum Institute; U.S. National Petroleum Council; Business Council of Canada; Business Council of Alberta; Catalyst Canada Advisory Board | Member/Advisor (non‑profit/industry bodies) | Various | Policy and industry advisory exposure |
Board Governance
- Independence: The board determined all current directors other than the CEO are independent; Monaco is independent under NYSE and SEC rules .
- Committee assignments: Compensation Committee member; the Compensation Committee met 4 times in 2024 .
- Board structure: Separate Chair and CEO; independent board chair (Rick R. Holley) .
- Attendance: Directors attended 98% of board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Related‑party pre‑approval and activity: Audit Committee pre‑approves related‑party transactions >$120,000; none were approved or considered in 2024; none currently proposed .
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 7 |
| Compensation Committee | 4 |
| Governance & Corporate Responsibility Committee | 3 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 120,000 | Standard nonemployee director cash retainer |
| Committee Chair Cash Retainer (if applicable) | — | Not applicable to Monaco (not a chair) |
| Board Chair Cash Retainer (if applicable) | — | Not applicable |
| Total Cash Fees Earned (Monaco, 2024) | 120,000 | Per director compensation table |
Performance Compensation
Directors receive equity via time‑vested RSUs (no performance conditions). RSUs are full‑value shares with one‑year vesting to avoid entrenchment; dividend equivalents accrue during vesting .
| Equity Component | Grant Value ($) | Shares/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU Retainer (Monaco, 2024) | 179,982 | 5,790 RSUs credited; pro‑rata if departure; dividend equivalents accrue; settlement May 8, 2025 | One‑year vest; settled in common shares |
| Program Design (Directors) | 180,000 | Determined by grant‑date market price; no meeting fees | Retainer‑only, short vesting |
No director performance metrics apply to equity grants; RSUs are time‑vested and not tied to TSR or financial goals .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| Canadian National Railway Company | Public company | Logistics overlap (wood products shipped by rail is common industry practice); no related‑party transactions at WY in 2024 | Disclosed board role; WY policy requires Audit Committee pre‑approval for any related‑party transactions; none in 2024 |
| Enbridge & affiliates (prior) | Public company | Energy sector relationships (prior executive/board roles) | Historical roles; independence affirmed at WY |
Expertise & Qualifications
- Executive leadership of capital‑intensive, regulated infrastructure with international operations .
- Natural resources development, technology, strategy, human capital management .
- Deep experience in capital markets, M&A, regulated businesses, government policy, ESG, and executive compensation oversight .
- CPA designation and MBA finance background strengthen audit/compensation oversight capabilities .
Equity Ownership
| Holder | Common Shares (voting/dispositive) | % of Class | Stock Equivalent Units | Notes |
|---|---|---|---|---|
| Al Monaco | 70,800 | <1% | — | Includes RSUs that will vest/payable May 8, 2025: 5,904 shares credited with dividend equivalents; SEUs shown separately for those who deferred; Monaco shows none |
- Ownership guidelines: Directors must own shares equal to 5× annual cash retainer (currently $600,000); until met, must hold 100% of net after‑tax RSU shares; unvested RSUs do not count .
- Hedging/pledging: Directors are prohibited from hedging or pledging WY stock; margin trading also prohibited .
Director Compensation Summary (2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Al Monaco | 120,000 | 179,982 | 299,982 |
Insider Trades
| Category | Details |
|---|---|
| Form 4 transactions | Not disclosed in the proxy; no Form 4 summary presented. Refer to SEC EDGAR for any Form 4 filed transactions. |
Governance Assessment
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Strengths:
- Independence, strong attendance, and service on Compensation Committee enhance oversight of pay practices and alignment .
- Director pay structure emphasizes equity alignment via RSUs; ownership guideline of 5× cash retainer drives skin‑in‑the‑game; anti‑hedging/pledging improves alignment .
- Clear related‑party policy with Audit Committee oversight; no related‑party transactions in 2024 supports confidence in conflict management .
- Shareholder support on Say‑on‑Pay exceeded 94% in 2024, signaling broad confidence in compensation governance .
-
Watch items:
- External board at CN positions Monaco within logistics networks that can overlap with forest products shipment; although no related‑party transactions reported, board should continue to monitor any commercial interactions for independence and optics .
- Compensation Committee responsibilities require vigilance on consultant independence and pay risk; FW Cook disclosed as independent with no conflicts .
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RED FLAGS: None disclosed for Monaco (no related‑party transactions, no hedging/pledging, independence affirmed) .