Deidra Merriwether
About Deidra C. Merriwether
Independent director of Weyerhaeuser (director since 2020), age 56, serving on the Audit Committee and designated by the board as an “audit committee financial expert.” She is currently Senior Vice President and Chief Financial Officer of W.W. Grainger, Inc. (since 2021), with prior senior roles across finance, sales, pricing, strategy, and supply chain at Grainger and Sears. Education includes a B.S. in Chemical Engineering (North Carolina A&T), MBA in Finance & Operations (Indiana University Kelley), plus executive accounting and CFO programs (UT Austin; Harvard Business School). The board has affirmatively determined she is independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.W. Grainger, Inc. | SVP & CFO | 2021–present | Oversees finance for a large industrial distributor; deep public company finance and reporting experience |
| W.W. Grainger, Inc. | SVP, North American Sales & Strategic Services | 2017–2021 | P&L responsibility and commercial leadership |
| W.W. Grainger, Inc. | VP, Pricing & Strategy | 2015–2017 | Commercial strategy and analytics |
| W.W. Grainger, Inc. | VP Finance, Americas | 2013–2015 | Regional finance leadership |
| Sears Holdings (incl. Kmart formats) | COO, Retail Formats; SVP & CFO, Retail Formats; VP Procurement & Merger Integration; VP Kmart Real Estate Strategy | 2002–2013 | Multi-function operating and finance leadership across retail formats, integration, and real estate |
| PwC; Eli Lilly; Isiah Investments; Sears (earlier roles) | Finance/operations/management roles | 1991–2002 | Broad early-career grounding in finance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sears Canada | Director (public company) | 2007–2010 | Prior public company board service |
| Ann & Robert H. Lurie Children’s Hospital (Chicago) | Director | 2013–2024 | Nonprofit board service |
| NC A&T State Univ. Athletic Foundation | Advisory Board | N/A | Advisory role |
| Ravinia Festival | Board of Trustees | N/A | Nonprofit governance |
| The Chicago Network; Women Corporate Directors | Member | N/A | Governance/professional affiliations |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 7 times in 2024. Merriwether is one of three audit committee financial experts (with S. Grootwassink Lewis and K. Williams). All audit members meet enhanced independence and financial literacy requirements.
- Independence: The board determined all directors other than the CEO are independent; 9 of 10 directors are independent. Chair and CEO roles are separated.
- Attendance: Directors attended 98% of board/committee meetings in 2024; all directors serving at the time attended the 2024 annual meeting.
- Meeting load and engagement safeguards: Director service limited to ≤3 other public boards (≤2 if serving as a public company CEO); executive sessions of independent directors held regularly.
- Risk oversight and ethics: Board and committees exercise structured risk oversight; strong Code of Ethics; anti-hedging/anti-pledging policy applicable to directors.
- Related-party controls: Audit Committee pre-approves related party transactions; none were approved or considered in 2024, and none are currently proposed.
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard nonemployee director cash retainer for 2024 |
| Annual equity retainer (RSUs) | $180,000 | RSUs vest over one year; dividend equivalents credited |
| Committee chair retainers | $20,000 (Audit); $20,000 (Comp); $15,000 (Gov) | Only for chairs; Merriwether is not a chair |
| Board chair retainers | $80,000 cash; $85,000 RSUs | Not applicable to Merriwether |
| Ownership guideline | 5x cash retainer ($600,000) | Directors must hold 100% of net shares until met |
Director-specific 2024 compensation:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Deidra C. Merriwether | 120,000 | 179,982 | 299,982 |
| Citations: for all cells |
Additional details:
- Merriwether elected to defer her cash retainer into an interest-bearing account (accrues at 120% of AFR).
- She elected to defer her 2024 RSU retainer into stock equivalent units and was credited 5,790 units (dividend-equivalent credits accrue during deferral).
Performance Compensation
Directors do not receive performance-based incentives; the equity component is time-based RSUs designed to align with shareholders. 2024 director RSUs vest on May 8, 2025; 5,790 RSUs were granted to each nonemployee director before rounding/deferrals.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Merriwether. Prior public board: Sears Canada (2007–2010).
- Compensation Committee interlocks: Merriwether is not a member of the Compensation Committee; the committee uses an independent advisor (FW Cook) and reports no consultant conflicts.
- Related-party transactions: None in 2024; any potential transactions would be subject to Audit Committee pre-approval under the related-party policy.
Expertise & Qualifications
- Financial expertise: Board-designated “audit committee financial expert.”
- Technical/operating depth: CFO of a large-cap industrial distributor with prior senior roles in sales, pricing, strategy, and international supply chain.
- Education: B.S. Chemical Engineering (NC A&T); MBA Finance & Operations (Indiana University Kelley); executive accounting and CFO leadership programs (UT Austin; Harvard Business School).
Equity Ownership
| Item | Detail |
|---|---|
| Annual director equity grant (2024) | 5,790 RSUs credited per director; one-year vest; dividend equivalents accrue |
| Deferral elections | Director may defer cash to interest-bearing account (120% AFR) or defer cash/equity into stock equivalent units; Merriwether deferred both cash and RSUs in 2024 |
| Hedging/pledging | Prohibited for directors (anti-hedging and anti-pledging policy) |
| Ownership guideline | 5x annual cash retainer ($600,000) until met; must hold 100% of net shares until compliant |
Note: Individual beneficial share counts were not presented in the extracted sections.
Governance Assessment
-
Positives:
- Independent director with designated audit committee financial expert status; sits on Audit Committee that met 7x in 2024.
- Strong alignment signals: equity retainer, deferral into stock equivalent units, strict anti-hedging/anti-pledging, and robust 5x retainer ownership guideline.
- Board shows strong governance structure: separation of Chair/CEO, 9/10 independent, 98% meeting attendance, all directors attended annual meeting, no related-party transactions in 2024, and majority-supported say-on-pay (>94% in 2024).
-
Watch items:
- Significant executive responsibilities as CFO of W.W. Grainger may constrain time; however, WY limits outside public boards to manage overboarding risk and Merriwether is not serving as a public company CEO. Continued monitoring of meeting attendance/engagement is prudent.
- As an Audit Committee member/financial expert, sustaining engagement is critical given WY’s complex segments (Timberlands, Real Estate & ENR, Wood Products) and evolving ESG/climate disclosures overseen at the board level.
Overall, Merriwether brings strong finance, commercial, and supply chain expertise with clear independence and alignment features, reinforcing Audit Committee depth and investor confidence.