Devin Stockfish
About Devin Stockfish
Devin W. Stockfish is President and CEO of Weyerhaeuser (2019–present) and has served on the company’s board since 2019; he is 51 and holds a B.S. in Mechanical Engineering (University of Colorado) and a J.D. (Columbia Law School) . Under the company’s compensation framework, his incentives are tied to annual business segment performance (Adjusted EBITDA/RONA plus controllable metrics) and three-year relative TSR via PSUs; the 2022–2024 PSU cycle paid out at 51.8% of target based on a 25.9th percentile TSR, illustrating pay-for-performance alignment in a weak cycle . 2024 results highlight durable cash generation despite a tough backdrop: net earnings $396 million, Adjusted EBITDA approximately $1.3 billion, net cash from operations $1.0 billion, and Adjusted FAD $567 million . The board’s 2024 say‑on‑pay approval exceeded 94%, signaling investor support for program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weyerhaeuser | President & CEO | 2019–present | Oversight of the largest, most geographically diverse integrated timber/forest products platform in North America; focus on operational efficiency, safety, sustainability, and capital allocation . |
| Weyerhaeuser | SVP Timberlands; VP Western Timberlands; SVP GC & Corporate Secretary; Assistant GC | 2013–2019 | Led core timberland operations and enterprise legal/governance functions, supporting M&A and strategic initiatives . |
| Univar Inc. | Vice President & Associate General Counsel | 2010–2013 | Corporate legal leadership at a global distributor (regulatory and commercial contracting support) . |
| Starbucks Corporation | Attorney | 2007–2010 | Corporate legal roles at a global consumer brand . |
| K&L Gates LLP | Attorney | 2002–2007 | Outside counsel experience in corporate matters . |
| Boeing | Engineer | 1996–1999 | Engineering foundation in capital‑intensive, operationally complex environment . |
External Roles
| Organization | Role | Years | Notes / Strategic Relevance |
|---|---|---|---|
| Xcel Energy Inc. | Director | 2025–present | Public board seat; network interlock with WY director Kim Williams who also serves on Xcel’s board . |
| National Alliance of Forest Owners | Board Chair | — | Policy/industry leadership aligned with timberland sustainability and markets . |
| Harvard Joint Center for Housing Studies | Policy Advisory Board Member | — | Exposure to housing demand drivers supporting wood products cycles . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 1,300,000 | CEO base set in Feb 2024; AIP target for CEO increased 5% vs 2023 to maintain competitiveness . |
| 2023 | 1,275,000 | Summary Compensation Table (SCT) . |
| 2022 | 1,186,539 | SCT . |
Multi-year SCT snapshot (total direct comp mix):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Pension Δ ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,300,000 | 9,552,782 | 1,915,485 | 159,317 | 25,361 | 12,952,945 |
| 2023 | 1,275,000 | 9,406,128 | 2,001,000 | 330,403 | 9,900 | 13,022,431 |
| 2022 | 1,186,539 | 8,765,081 | 2,900,000 | 0 | 117,686 | 12,969,306 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric / Design | Weighting | Target / Mechanics | Actual | Payout Impact |
|---|---|---|---|---|
| Financial performance (by segment) | 60% | Timberlands & RE/ENR: Adjusted EBITDA; Wood Products: RONA; 0–200% funding curve . | Timberlands $539m Adj. EBITDA; RE/ENR $349m Adj. EBITDA (incl. $84m NCS); Wood Products 15.7% RONA . | Segment funding multiples: 1.07; 1.72; 0.42; Corporate funding 0.94 . |
| Controllable business metrics (OpEx, Sustainability, HCM) | 40% | Discrete quantitative/qualitative goals with threshold/target/max . | Most Timberlands/RE&ENR goals achieved or exceeded; Wood Products sustainability/OpEx mixed . | Incorporated in segment funding calcs; Corporate 0.94 . |
| CEO target bonus | — | 165% of base salary . | — | — |
| CEO bonus paid (2024) | — | — | $1,915,485 (89% of target after 5% downward discretion for safety incident) . | 0.94 corporate multiple; -5% discretionary adjustment . |
Long-Term Incentive (LTI) – Structure and 2024 Grants
| Element | Weight | Grant Date | Units / Grant Value | Vesting | Performance |
|---|---|---|---|---|---|
| PSUs (relative TSR vs industry peer group) | 60% | Feb 9, 2024 | Target 151,789 PSUs; Grant-date FV $5,752,803 . | Earn over 3 years; vest Mar 1, 2027 . | Payout curve: <25th=0%, 50th=100%, ≥75th=150%; cap at 100% if absolute TSR negative . |
| RSUs | 40% | Feb 9, 2024 | 114,751 RSUs; Grant-date FV $3,799,979 . | Vest ratably over 4 years . | N/A (time‑based) . |
| Options | — | — | Company discontinued stock option grants in 2017 . | — | — |
Realized Equity in 2024
| Item | Shares / $ |
|---|---|
| Stock awards vested in 2024 | 216,876 shares; value realized $7,261,146 |
PSU Outcomes (for context)
| PSU Cohort | Performance Period End | TSR Percentile | Payout % of Target | Vest Date |
|---|---|---|---|---|
| 2022 grant | Dec 31, 2024 | 25.9% | 51.8% | Mar 1, 2025 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (common shares), Mar 11, 2025 | 790,742 shares; <1% of class |
| Shares outstanding (for % calc) | 725,848,915 |
| Options exercisable within 60 days (included in beneficial ownership calc) | 90,162 shares |
| Hedging/pledging | Prohibited for directors and officers |
| CEO stock ownership guideline | 6x base salary; executives must hold 75% of net after-tax vested shares until met |
| Ownership guideline compliance status | Not specifically disclosed in the proxy |
Insider selling pressure considerations
- RSUs vest over four years; PSUs settle after the three-year performance period (with dividend equivalents), creating periodic vesting events and potential tax‑related share withholding/sales windows .
Employment Terms
| Provision | Key Terms / Amounts |
|---|---|
| Employment agreement | None; no guaranteed bonuses |
| Severance agreement (non‑CoC) | Cash $8,906,300; Equity continuation $4,929,855; Other $49,464; Total $13,885,619 (as of Dec 31, 2024 hypotheticals) |
| Change‑of‑control (double‑trigger) | Cash $12,480,000; Equity $18,776,901; Pension $425,950; Other $156,636; Total $31,839,487 (as of Dec 31, 2024 hypotheticals) |
| Equity treatment (CoC) | RSUs accelerate; PSUs earned using actual for 2022 cycle (51.8%) and target for 2023–2024 cycles, then vest |
| Clawback (compensation recovery) | Policy exceeds SEC/NYSE requirements |
| Anti‑hedging/anti‑pledging | Prohibited |
| Tax gross‑ups | No excise tax gross‑ups on “golden parachute” |
| Perquisites | Modest and limited (relocation, executive health screening, financial planning, security as necessary) |
Pension/SERP values (as of Dec 31, 2024)
| Plan | Present Value ($) |
|---|---|
| Pension Plan (Formula B) | 218,450 |
| Supplemental Retirement Plan (Formula B) | 1,484,946 |
Board Governance
- Role: Director since 2019; member of the Executive Committee .
- Independence: Not independent (as CEO); 9 of 10 directors are independent .
- Chair/CEO structure: Roles are separated; Rick R. Holley is independent Board Chair .
- Executive sessions: Regularly scheduled sessions of independent directors led by the independent chair .
- Attendance: Directors attended 98% of board/committee meetings in 2024; Board 4, Audit 7, Compensation 4, Governance 3 meetings in 2024 .
- Compensation Committee: 2024 members Emmert, Holley (Chair), Monaco, O’Rourke, Piasecki; no interlocks/insider participation; uses FW Cook as independent consultant .
Director Compensation (context; employee-director does not receive these fees)
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 120,000 |
| Annual RSU Retainer | 180,000 |
| Board Chair Cash Retainer | 80,000 |
| Board Chair RSU Retainer | 85,000 |
| Audit/Comp Chair Retainer (each) | 20,000 |
| Governance Chair Retainer | 15,000 |
| Director ownership guideline | 5x annual cash retainer ($600,000) |
Compensation Structure Analysis
- Mix and risk: Equity is 73% of CEO pay, with 60% of LTI in PSUs tied to relative TSR; options discontinued in 2017 (reduces leverage/volatility; increases alignment with full‑value shares) .
- AIP rigor: Segment‑based funding (Financial 60% / Controllable 40%); CEO corporate funding multiple 0.94 in 2024; CEO recommended and received a 5% downward adjustment for a safety incident, showing negative discretion .
- Benchmarking: Target LTI values aligned with median of peer companies; 2024 CEO target LTI $9.5 million; PSU target shares 151,789; RSUs 114,751 .
- Say‑on‑pay support: >94% approval in 2024, indicating shareholder acceptance of design and outcomes .
Performance & Track Record
- 2024 strategic execution: Announced $500 million TimberStrand facility in Arkansas (expected ≈$100 million annual Adjusted EBITDA at full run‑rate) and acquired 84,000 acres of Alabama timberlands for $244 million toward a $1 billion timberland growth goal .
- Cash generation in down cycle: 2024 net earnings $396 million, Adjusted EBITDA ≈$1.3 billion, net cash from operations $1.0 billion, Adjusted FAD $567 million .
- PSU result: 2022–2024 TSR at the 25.9th percentile drove a 51.8% of target payout (downside alignment) .
Company performance context (EBITDA trend)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | 3,526,000,000* | 1,565,000,000* | 1,171,000,000* |
Values retrieved from S&P Global.*
Other Directorships & Interlocks
- Xcel Energy Inc. director (2025–present); WY director Kim Williams also serves on Xcel’s board (since 2009), creating a network interlock (governance monitoring point, but not a related‑party transaction) .
- Industry/policy roles: Board Chair, National Alliance of Forest Owners; Policy Advisory Board Member, Harvard JCHS .
Equity Grant Mechanics & Vesting Dates (detail)
- 2024 Grants (effective Feb 9, 2024): PSUs and RSUs granted at board meeting date; PSUs earn on 3‑year TSR vs peer group, vest Mar 1, 2027; RSUs vest ratably over 4 years .
- 2022 PSUs: Performance period ended Dec 31, 2024; 51.8% of target earned; vest Mar 1, 2025; a May 16, 2022 PSU grant vests May 16, 2025 .
Risk Indicators & Governance Checks
- No employment agreements or excise tax gross‑ups; double‑trigger CoC; robust clawback; prohibited hedging/pledging; independent consultant; compensation risk review found programs not reasonably likely to cause material adverse effect .
Compensation Peer Group & Targets
- LTI PSUs benchmark performance vs an “industry peer group” (timber REITs, forest products, distribution); payouts 0–150% with cap at 100% if absolute TSR negative .
- Target compensation levels set around median of peers; 2024 CEO target LTI $9.5 million .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: >94%; company commits to outreach and responsive adjustments on low support .
Investment Implications
- Alignment: High equity weighting (PSUs 60% of LTI) and below‑target PSU outcomes in a tough cycle point to strong pay‑for‑performance mechanics; anti‑hedging/pledging and robust clawback reduce governance risk .
- Retention/overhang: Multi‑year RSU/PSU schedules and sizable 2024 vesting (216,876 shares) create recurring trading windows and potential tax‑withholding sales; monitor Form 4s around Mar 1 and May 16 vest dates in 2025–2027 for supply signals .
- Change‑of‑control economics: Double‑trigger protections with meaningful cash/equity acceleration ($31.84 million illustrative total) could influence executive incentives in strategic scenarios; no tax gross‑ups is shareholder‑friendly .
- Board structure: Independent chair and 98% meeting attendance support oversight; CEO is non‑independent director but role separation mitigates dual‑role concerns .
- Execution risk: 2022–2024 TSR underperformance (25.9th percentile) and commodity cyclicality temper near‑term realized pay; 2024 investments (timberlands and Arkansas facility) are key levers to drive mid‑cycle cash/EPS recovery .
Notes: All quantitative data cells include citations to the 2025 Proxy unless marked with an asterisk. Values marked with an asterisk are retrieved from S&P Global (GetFinancials).