Kim Williams
About Kim Williams
Kim Williams (age 69) has served on Weyerhaeuser’s board since 2006. She holds a B.A. in French and Economics from Kingston Polytechnic (UK) and an M.S. in Economics from the University of London (UK). Williams is an independent director, serves on key board committees, and is designated by the board as an Audit Committee Financial Expert under SEC rules. Her background includes senior executive roles in global investment management and extensive experience in audit and governance matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLP | Senior Vice President and Associate Director of Global Industry Research | 2001–2005 | Senior executive leadership in investment research; extensive investor perspective and corporate finance experience |
| Wellington Management Company LLP | Partner and various other management positions | 1986–2001 | Investment management operations leadership; governance experience |
| Loomis, Sayles & Co., Inc. | Vice President, Industry Analyst | 1982–1986 | Sell-side/buy-side analytical experience informing audit/governance competency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| E.W. Scripps Company | Director | 2008–present | Public company board experience in audit and governance matters |
| Xcel Energy Inc. | Director | 2009–present | Interlock: WY CEO Devin W. Stockfish also serves on Xcel’s board (2025–present) |
| MicroVest | Director | 2007–2021 | Prior board service |
| Concord Academy | Life Trustee | Not specified | Non-profit governance |
| Brigham and Women’s Hospital Women’s Health Leadership Council | Member | Not specified | Non-profit/health governance |
| The James Beard Foundation | Trustee | Not specified | Non-profit governance |
| Oxfam America | Former Director | Not specified | Prior non-profit governance |
Board Governance
- Committees: Audit Committee (member; qualifies as Audit Committee Financial Expert; enhanced independence standards), Governance & Corporate Responsibility Committee (member; all members independent) .
- 2024 meeting cadence: Board (4), Audit (7), Compensation (4), Governance & Corporate Responsibility (3); directors collectively attended 98% of board and committee meetings .
- Independence: Board states nine of ten directors are independent; all primary committees are comprised exclusively of independent directors .
| Committee | Role | Independence | Financial Expert | 2024 Meetings |
|---|---|---|---|---|
| Audit | Member | Yes (enhanced independence standards) | Yes | 7 |
| Governance & Corporate Responsibility | Member | Yes (all members independent) | No | 3 |
| Board of Directors | Director | Independent | — | 4 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Retainer — Cash | 120,000 | Retainer-only program; no meeting fees |
| Stock Awards (RSUs FV) | 179,982 | Equity retainer granted as RSUs |
| Total | 299,982 | Reviewed annually by Compensation Committee with FW Cook |
Performance Compensation
Directors do not receive performance-based equity; annual director equity is time-vested RSUs with dividend equivalents.
| Item | Detail |
|---|---|
| RSUs Granted (2024) | 5,790 units |
| Vesting/Settlement | One-year vest; settled May 8, 2025 |
| Dividend Equivalents | Credited during vesting |
| Performance Metrics | None (time-vested RSUs; not PSU-based) |
Other Directorships & Interlocks
| Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Xcel Energy Inc. | Director | 2009–present | Interlock with WY CEO Devin W. Stockfish (Xcel director 2025–present) |
| E.W. Scripps Company | Director | 2008–present | Media company; audit/governance experience |
Expertise & Qualifications
- Significant executive experience in investment management and operations; deep investor perspective; corporate finance and strategic planning expertise; international operations background .
- Audit Committee Financial Expert under SEC rules; financially literate per NYSE standards .
- Considerable public company board experience in audit and governance matters .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares | 46,803 | Includes RSUs vesting on May 8, 2025 and dividend equivalents credited through March 11, 2025 |
| Percent of class | <1% | Based on 725,848,915 shares outstanding |
| Stock equivalent units (deferred) | 83,567 | Under Fee Deferral Plan for Directors; paid out in shares at end of deferral |
| RSUs scheduled to vest (2024 grant) | 5,904 (incl. dividend equivalents) | Will settle May 8, 2025 |
Alignment policies:
- Director stock ownership requirement: 5x annual cash retainer (currently $600,000) .
- Until guideline met, directors must hold 100% of net shares acquired upon RSU vesting; deferred cash retainer share equivalents count toward requirement; unvested RSUs and deferred RSUs do not count until vest .
- Anti-hedging and anti-pledging policy prohibits hedging, short sales, derivatives, and pledging by directors .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval exceeded 94%, indicating strong support for compensation practices .
- 2025 director election outcome for Williams: Votes For 560,758,639; Against 40,708,911; Abstain 2,389,252; Broker Non-Votes 50,169,178 .
| 2025 Director Election (Kim Williams) | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Kim Williams | 560,758,639 | 40,708,911 | 2,389,252 | 50,169,178 |
Governance Assessment
Strengths
- Independent director with long-tenured service since 2006 and deep investment management background; designated Audit Committee Financial Expert; critical to audit oversight .
- Active roles on key committees (Audit; Governance & Corporate Responsibility) that are composed exclusively of independent directors; board committees met regularly in 2024; overall director attendance was 98% .
- Robust alignment policies: strict anti-hedging/pledging; 5x cash retainer ownership guideline; mandatory holding of vested RSU shares until guideline met .
- Director compensation structure emphasizes equity (retainer-only with RSUs) and avoids meeting fees; oversight by independent consultant FW Cook .
Potential flags and monitoring items
- Long tenure (since 2006) can raise independence perceptions among some investors; ongoing committee independence and annual board evaluations partially mitigate this .
- 2025 director election registered elevated “Against” votes relative to certain peers (e.g., Williams 40.7M vs. CEO Stockfish 4.9M; Monaco 1.9M), signaling some shareholder scrutiny; continued engagement advisable .
- External interlock: shared Xcel Energy directorship with WY’s CEO (Stockfish) in 2025; not a related-party transaction but can influence information flow; monitor for cross-board dynamics and workload limits (WY guideline caps outside boards) .
RED FLAGS to monitor: Elevated “Against” votes in 2025 election ; long board tenure since 2006 ; interlock with CEO at Xcel Energy .
Notes on Related Party & Policies
- Company requires board pre-approval of related-party transactions as part of governance framework; no specific transactions involving Williams are disclosed in the cited sections .
- Governance & Corporate Responsibility Committee coordinates with Audit on ethics/compliance matters with potential financial impact .
- Insider trading/compensation recovery policies are robust; clawback exceeds SEC/NYSE baseline and may apply to time-vested RSUs in restatement scenarios .