Nicole Piasecki
About Nicole W. Piasecki
Independent director since 2003; age 62. Mechanical engineering B.S. from Yale University and MBA from the University of Pennsylvania. Former senior Boeing executive with extensive roles across sales, strategy, international operations, and division general management; currently chairs Weyerhaeuser’s Governance & Corporate Responsibility Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | VP & GM, Propulsion Systems Division, Boeing Commercial Airplanes | 2013–2017 | Led a large, complex, capital‑intensive division |
| The Boeing Company | SVP, Business Development & Strategic Integration | 2010–2013 | Strategic integration leadership |
| The Boeing Company | President, Boeing Japan | 2006–2010 | International operations, government/business relations in Japan |
| The Boeing Company | VP, Marketing & Business Strategy, Boeing Commercial Airplanes | 2003–2006 | Strategy and marketing oversight |
| The Boeing Company | VP, Sales, Leasing Companies | 2000–2003 | Global sales leadership |
| The Boeing Company | Various roles in engineering, sales, marketing, business strategy | 1991–2000 | Early career functional breadth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BWX Technologies, Inc. | Director | 2024–present | Public company board service |
| BAE Systems PLC | Director | 2019–present | Public company board service |
| Howmet Aerospace Inc. | Director | 2020–2023 | Public company board service |
| Kymeta Corporation | Director | 2022–present | Private company board service |
| Mitsubishi Heavy Industries, Ltd. | Senior Advisor (Tokyo) | Not disclosed | Industry advisor role |
| The Stimson Center | Director | Not disclosed | Non‑profit governance |
| FAA Advisory Council | Member | Not disclosed | Aviation policy advisory |
| Seattle University | Former Trustee | Not disclosed | Academic governance (prior) |
| Federal Reserve Bank, Seattle Branch | Former Director | Not disclosed | Public sector oversight (prior) |
| American Chamber of Commerce of Japan | Former Board of Governors member | Not disclosed | Business community leadership (prior) |
Board Governance
- Committee assignments: Chair, Governance & Corporate Responsibility (GCRC); Member, Compensation .
- Independence: Board affirms nine of ten directors are independent; all members of Audit, Compensation, and GCRC are independent; CEO is not independent .
- Attendance and engagement: Directors attended 98% of board/committee meetings in 2024; meeting counts—Board 4, Audit 7, Compensation 4, GCRC 3; all directors attended the 2024 annual meeting .
- Risk oversight: GCRC oversees governance, sustainability and environmental/safety policy; coordinates with Audit on matters with potential financial effects; at least one GCRC member concurrently serves on Audit (e.g., Kim Williams), ensuring cross‑committee risk coverage .
- Outside board limits: Corporate Governance Guidelines cap public boards at ≤3 (≤2 if a sitting public company CEO); Audit Committee members capped at ≤2 other audit committees .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Retainer ($) | Total Cash Fees ($) | Equity RSUs Grant-Date Fair Value ($) | RSUs Units | Vesting/Settlement |
|---|---|---|---|---|---|---|
| 2023 | 115,000 | 15,000 (GCRC Chair) | 130,000 | 169,982 | Not disclosed | One‑year vest typical for director RSUs |
| 2024 | 120,000 | 15,000 (GCRC Chair) | 135,000 | 179,982 | 5,790 to each non‑chair director | Vests over one year; settles May 8, 2025; dividend equivalents credited |
Notes:
- WY uses retainer‑only model; no meeting fees; chair roles receive additional retainers; program reviewed annually by Compensation Committee with FW Cook as independent consultant .
- In 2024, board approved increases to retainers (cash from $115k→$120k; RSU from $170k→$180k) based on benchmarking .
Performance Compensation
| Element | Structure | Metrics | Terms |
|---|---|---|---|
| Director equity compensation | Full‑value RSUs | None for directors; not performance‑based | One‑year vest to avoid director entrenchment; dividend equivalents during vest; optional deferral to stock equivalent units |
| Options | None disclosed for directors | N/A | N/A |
| Meeting fees | None | N/A | Retainer‑only compensation |
| Deferral plan | Cash can be deferred at 120% AFR; RSUs can be deferred 1:1 into stock equivalent units | N/A | Paid at end of deferral period, not earlier than separation; dividend equivalents credited during deferral |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | BWX Technologies, Inc.; BAE Systems PLC |
| Prior public boards | Howmet Aerospace Inc. (until May 2023) |
| Potential interlocks | None disclosed with WY competitors/suppliers/customers; Audit Committee pre‑approves any related party transactions ≥$120k; none approved/considered in 2024 |
| Outside board service compliance | Within guideline limit (≤3 public company boards) |
Expertise & Qualifications
- Significant executive experience leading a major propulsion systems division at Boeing; deep background in capital‑intensive industries, sales/marketing, strategic planning, and international operations .
- Considerable public company board experience in compensation and governance matters; adds sustainability oversight through GCRC leadership .
Equity Ownership
| As of March 11, 2025 | Common Shares | % of Class | Common Stock Equivalent Units | Notable Details |
|---|---|---|---|---|
| Nicole W. Piasecki | 254,068 | <1% | 82,118 | Includes 5,904 director RSUs vesting and payable May 8, 2025; dividend equivalents credited |
| Shared voting/dispositive | 247,380 shares (disclaims beneficial ownership) | — | — | Shared powers with one or more persons; disclaimed beneficial ownership |
Additional alignment policies:
- Director stock ownership requirement: 5x annual cash retainer (currently $575,000); program uses full‑value shares with short vesting to align interests .
- No pledging/hedging by directors discussed in this excerpt; no pledges disclosed for Piasecki in beneficial ownership table .
Governance Assessment
- Independence and committee leadership: Chairing GCRC and serving on Compensation indicate meaningful involvement in governance, sustainability, and pay oversight; both committees comprise independent directors, supporting board effectiveness .
- Engagement: Strong attendance (98% across board/committees) and annual meeting participation suggest high engagement; committee cadence (GCRC 3; Compensation 4 in 2024) aligns with charter responsibilities .
- Compensation and alignment: Equity‑heavy retainer (RSUs with one‑year vest, dividend equivalents) and 5x cash retainer ownership guideline promote alignment; no performance‑based equity or options for directors reduces incentive for short‑term risk taking .
- Shareholder signals: 2025 Say‑on‑Pay passed with 566,997,826 votes for vs. 33,263,659 against (non‑binding), indicating broad investor support for pay practices overseen by the Compensation Committee .
- Conflicts/related party exposure: No related party transactions approved or considered in 2024; Audit Committee retains pre‑approval authority; Piasecki disclaims beneficial ownership over shares with shared voting/dispositive powers—no conflict disclosed by the company .
RED FLAGS (none disclosed):
- No director‑specific related party transactions; no attendance shortfalls; no director option repricing; no pledging reported for Piasecki in beneficial ownership table .