Mark Emmert
About Mark A. Emmert
Mark A. Emmert (age 72) has served on Weyerhaeuser’s board since 2008 and is an independent director. He holds a B.A. in Political Science from the University of Washington and both an M.P.A. and Ph.D. in Public Policy from Syracuse University. His executive experience includes leading the NCAA (2010–2023) and major public universities, providing deep expertise in governance, strategy, and public policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Collegiate Athletic Association (NCAA) | President | 2010–2023 | Led large, complex organization; governance and policy expertise |
| University of Washington | President | 2004–2010 | Executive leadership; higher-education governance |
| Louisiana State University | Chancellor | 1999–2004 | Senior academic leadership |
| University of Connecticut | Chancellor and Provost | 1994–1999 | Senior academic administration |
| Montana State University | Provost & VP for Academic Affairs | 1992–1995 | Academic administration |
| University of Colorado | Faculty and administrative roles | 1985–1992 | Academic roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Expeditors International of Washington, Inc. (EXPD) | Director | 2008–present | Current public company directorship |
| Omnicare, Inc. | Director | 2011–2015 | Prior public company directorship |
| Council on Foreign Relations | Life Member | — | Policy network affiliation |
| National Academy of Public Administration | Fellow | — | Governance expertise credential |
| American Council on Education | Fellow | — | Higher education leadership |
| Fulbright Program | Fulbright Fellow | — | Academic recognition |
Board Governance
- Independence: The board affirmatively determined all directors other than the CEO are independent; committees (Audit, Compensation, Governance & Corporate Responsibility) are fully independent. Emmert serves on two independent committees .
- Committee assignments: Compensation Committee member; Governance & Corporate Responsibility Committee member. No chair roles disclosed for Emmert (chairs are Holley and Piasecki, respectively) .
- Attendance and engagement: Directors attended 98% of total 2024 board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Independent non-executive chair; CEO and Chair roles separated; regular executive sessions required by guidelines .
- Related-party oversight: Audit Committee pre-approves related-party transactions; none were approved or considered in 2024 .
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $120,000 (2024) | |
| Annual equity retainer | $180,000 in RSUs (2024) | |
| Committee chair retainers | $20,000 (Audit/Comp), $15,000 (Governance) | |
| Board chair retainers | $80,000 cash; $85,000 RSUs (for chair) | |
| Meeting fees | None | |
| Ownership guideline | 5x annual cash retainer (currently $600,000) | |
| 2024 total (Emmert) | $120,000 cash; $179,982 stock awards; total $299,982 |
Additional program features: One-year vesting RSUs; dividend equivalents credited; deferral available into interest-bearing account or stock equivalent units; directors who leave mid-year receive pro-rata shares at settlement; deferral plan pays post-service (Section 409A compliant) .
Performance Compensation (Director)
| Element | Structure | Performance Metrics | Vest/Settlement |
|---|---|---|---|
| Annual equity grant (RSUs) | Fixed-value grant ($180,000 in 2024) | None (not performance-based) | One-year vest; settled in shares (May 8, 2025 for 2024 awards) |
| Options | Not part of director program (cash + RSUs only) | — | — |
Directors are paid via retainer-only cash and full-value RSUs; no AIP/PSU performance plans apply to nonemployee directors .
Other Directorships & Interlocks
- Current public board: Expeditors International of Washington, Inc. (Director since 2008) .
- Interlocks: Company discloses no Compensation Committee interlocks or insider participation for 2023 and prior recent years; none of the committee members (including Emmert) were officers of Weyerhaeuser; no reciprocal directorships with executives reported .
Expertise & Qualifications
- Governance and compensation: “Significant experience overseeing public company governance and executive compensation matters” .
- Public policy and strategy: Extensive background in government, public policy, international affairs, and strategic planning .
- Academic and nonprofit leadership credentials: CFR Life Member; Fellow of NAPA and ACE; former Fulbright Fellow .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | 51,672 | March 11, 2025 | “Percent of class” less than 1% |
| Stock equivalent units (director deferrals) | 30,280 | March 11, 2025 | Payable in shares at end of deferral |
| Unvested RSUs scheduled to settle | 5,904 | May 8, 2025 | 2024 director grant, incl. dividend equivalents |
| Hedging/pledging | Prohibited for directors | Policy | Anti-hedging and anti-pledging policy |
| Ownership guideline | 5x cash retainer ($600,000) | Policy | Directors must hold shares/units until guideline met; director stock equivalents count; unvested RSUs do not |
Governance Assessment
- Strengths and positive signals:
- Independent status with active roles on Compensation and Governance committees, aligning with best practices on independent oversight of pay and ESG/governance matters .
- High board engagement (98% overall attendance in 2024; full annual meeting attendance), supporting board effectiveness .
- Clean related-party profile in 2024 and strong related-party pre-approval framework, reducing conflict risk .
- Director pay structure (significant equity via one-year RSUs) and 5x retainer ownership guideline promote alignment; anti-hedging/pledging and clawback policies further strengthen alignment and accountability .
- No compensation committee interlocks disclosed, limiting governance conflicts .
- Potential watch items:
- Director equity is not performance-conditioned (RSUs only); while common for directors, it provides less pay-at-risk than PSUs. However, one-year vesting mitigates entrenchment and aligns to shareholder value through stock price/dividends .
- As a long-tenured director (since 2008), periodic assessment of board refresh and skill alignment remains prudent, though the board describes an active succession and evaluation process .
RED FLAGS: None identified in filings regarding attendance shortfalls, related-party transactions, pledging/hedging, or compensation interlocks for Emmert in the latest proxy cycle .