James O’Rourke
About James C. O’Rourke
Independent director of Weyerhaeuser (WY) since 2023; age 64. Educated in Mining Engineering (B.A.Sc., University of British Columbia) and International Finance (E.M.B.A., INSEAD). Former President & CEO of The Mosaic Company, with deep experience in commodities markets, global supply chains, safety and sustainability; serves on WY’s Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | President & CEO; EVP Operations & COO; EVP Operations | CEO 2015–2023; Exec roles 2009–2015 | Led global producer in agriculture nutrients; experience in compensation and governance |
| Barrick Gold Corporation | President, Australia Pacific | 2006–2008 | Oversaw regional mining operations |
| Various mining companies (Canada/Australia) | Management/engineering roles | Prior to 2006 | Technical and operational progression in mining |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toro Company | Director | 2012–present | Not disclosed in proxy |
| Rio Tinto Ltd. | Director | 2023–present | Not disclosed in proxy |
| The Mosaic Company | Director (prior) | 2015–2023 | Executive leadership; board experience |
Board Governance
- Committee assignments: Compensation Committee member (not Chair). Compensation met 4 times in 2024; all members meet enhanced independence standards .
- Independence: Board determined nine of ten directors are independent; all current directors other than CEO are independent .
- Attendance: Directors attended 98% of Board and committee meetings in 2024. Board met 4 times; Compensation 4, Audit 7, Governance & Corporate Responsibility 3 .
- Board leadership: Separate Chair and CEO; independent Chair leads executive sessions of independent directors .
- Related-party transactions: Board pre-approval policy; no related party transactions approved or considered in 2024, none proposed .
- Compensation committee interlocks: None; no relationships requiring Item 404 disclosure; no cross-directorship executive interlocks in 2024 .
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | $120,000 (nonemployee directors) |
| Annual equity retainer (RSUs) | $180,000; one-year vest; granted 5,790 RSUs to each director in 2024; settlement May 8, 2025; dividend equivalents credited during vest |
| Chair/committee fees | Not applicable to O’Rourke (member, not chair) |
| Meeting fees | None; retainer-only structure |
| 2024 total compensation (O’Rourke) | Cash $120,000; Stock awards $179,982; Total $299,982 |
| Ownership guideline | 5x annual cash retainer ($600,000) for directors |
Performance Compensation
- Director pay has no performance-based component (equity is time-vested RSUs; no options/PSUs for directors) .
| Performance Metric | Weighting | Threshold/Target/Max | Result (Director Pay) |
|---|---|---|---|
| None (Director equity is time-vested RSUs) | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Relationship to WY | Potential Interlock Risk |
|---|---|---|
| Toro Company | Unrelated equipment manufacturer | No interlock disclosed; Item 404 none |
| Rio Tinto Ltd. | Mining company | No interlock disclosed; Item 404 none |
| Mosaic Company (prior) | Fertilizer/commodities | Historical role; no current interlock disclosed |
Expertise & Qualifications
- Technical and operating leadership in commodities and capital-intensive industries; procurement and international supply chains; safety and sustainability .
- Governance and compensation experience through executive roles and public company boards .
- Education: B.A.Sc. Mining Engineering (UBC); E.M.B.A. International Finance (INSEAD) .
Equity Ownership
| Holder | Common Shares | % of Class | Stock Equivalent Units | Notes |
|---|---|---|---|---|
| James C. O’Rourke | 17,710 | <1% (based on 725,848,915 shares) | — | Includes RSUs payable May 8, 2025 credited at 5,904 shares for each director listed; O’Rourke shown among those 5,904 RSUs in footnote (RSUs vest and pay in stock) |
| Anti-hedging/pledging | Prohibited for directors/officers | — | — | Company policy bans hedging and pledging; no margin trading |
| Annual meeting attendance | All directors attended 2024 annual meeting | — | — | Attendance confirmed |
Governance Assessment
- Strengths: Independent status; seat on Compensation Committee; high overall board/committee attendance (98%); strong governance architecture (separate Chair/CEO; independent committees; executive sessions; robust RPT pre-approval; anti-hedging/pledging) .
- Alignment: Director equity retainer and one-year RSU vesting create near-term alignment; ownership guideline at 5x cash retainer supports skin-in-the-game; O’Rourke’s reported beneficial ownership is modest but in line with director-level holdings; no pledging permitted .
- Compensation oversight signals: Compensation Committee employs independent consultant (FW Cook) with no conflicts; 2024 Say-on-Pay approval >94%, indicating shareholder support for pay practices; O’Rourke’s committee service is part of this oversight .
- Conflicts/RED FLAGS: None disclosed (no related-party transactions; no interlocks; hedging/pledging banned). Time-commitment risk appears managed under board limits (no more than three other public boards; O’Rourke currently on two) .
RED FLAGS: None disclosed for O’Rourke in 2024 (no RPTs; no hedging/pledging; attendance strong; director pay standard retainers) .