Rick Holley
About Rick R. Holley
Independent, nonexecutive Chairman of the Board at Weyerhaeuser (WY), director since 2016, age 73. Education: B.S. in Accounting & Business Administration (San Jose State University) and Advanced Executive Program (Northwestern University). Former President & CEO (1994–2016) and CFO (1989–1994) of Plum Creek Timber; recognized for extensive strategic planning, governance, finance, and public company executive compensation experience. The board separates CEO and Chair roles, with Holley serving as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plum Creek Timber Company, Inc. | President & CEO | 1994–2016 | Significant executive leadership; strategic planning, governance, finance, government affairs, risk oversight; executive compensation oversight |
| Plum Creek Timber Company, Inc. | CFO | 1989–1994 | Corporate finance leadership; governance experience |
| Plum Creek Timber Company, Inc. | Director | 1999–2016 | Board governance and oversight |
| Avista Corporation | Director | 2011–2014 | Public company director experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Federal Reserve Bank of San Francisco | Economic Advisory Council | Former Member | Macroeconomic/governance advisory background |
| National Alliance of Forest Owners | Director | Former Director | Industry policy and advocacy experience |
| Sustainable Forestry Initiative® | Director | Former Director | Sustainability and certification governance |
Board Governance
- Roles: Independent Chairman of the Board; Chair, Compensation Committee; Member, Executive Committee .
- Independence: Nine of ten directors are independent; only the CEO is non‑independent, confirming Holley’s independent status .
- Committee activity: Compensation Committee met 4 times (Holley as Chair); Executive Committee is authorized to act between board meetings (Holley is a member) .
- Attendance: Directors attended 98% of total board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Governance practices: Separate CEO/Chair roles; regular executive sessions led by the independent Chair; robust risk oversight framework and active shareholder engagement .
- Related party transactions: Board requires pre‑approval by disinterested Audit Committee members; none considered or approved in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard nonemployee director cash retainer |
| Board Chair Cash Retainer | $80,000 | Additional retainer for serving as independent Board Chair |
| Compensation Committee Chair Cash Retainer | $20,000 | Additional retainer for chairing Compensation Committee |
| Total Cash Paid (2024) | $220,000 | Fees earned/paid in cash for Holley |
| Annual RSU Retainer (Grant-Date Fair Value) | $179,982 | Director equity retainer |
| Board Chair RSU Retainer (Grant-Date Fair Value) | $85,000 | Equity retainer linked to Chair role |
| Total Stock Awards (2024, GDFV) | $264,999 | Holley’s total equity awards value |
| RSUs Granted (Units) | 8,525 | 2024 award; RSUs vest over one year |
| RSU Vesting/Settlement Date | May 8, 2025 | One year vest; credited with dividend equivalents |
| Deferral Election | 8,525 stock equivalent units | Holley deferred his RSUs into stock equivalent units under the Fee Deferral Plan |
| Director Ownership Guideline | 5x cash retainer ($600,000) | Must hold 100% of net shares until guideline met |
Notes:
- No director meeting fees; retainers paid annually; equity is full-value shares with short vesting to avoid entrenchment .
Performance Compensation
- None disclosed for directors; program is retainer‑based (cash and equity) without performance‑based metrics or bonuses for directors .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Notes |
|---|---|---|---|
| Avista Corporation | Prior | Director (2011–2014) | No WY related‑party transactions disclosed in 2024 |
| Plum Creek Timber Company, Inc. | Prior | Director (1999–2016) | Combined history with WY post‑merger; no conflicts disclosed |
Expertise & Qualifications
- Significant executive leadership in timber/commodities; one of the longest‑tenured principal executive officers in the timber industry .
- Deep experience in strategic planning, corporate governance, finance, government affairs, risk oversight, and executive compensation .
- Industry knowledge across timberlands/wood products; aligns with WY’s business model .
Equity Ownership
| Holder | Common Shares | Percent of Class | Stock Equivalent Units |
|---|---|---|---|
| Rick R. Holley | 218,277 | <1%* | 71,212 |
- Outstanding shares used for percent of class: 725,848,915 (as of March 11, 2025) .
- Fee Deferral Plan permits deferral of cash/equity retainers into stock equivalent units; units are credited with dividends and settled post‑service (Section 409A compliant) .
- Anti‑hedging and anti‑pledging policy: directors are prohibited from hedging or pledging company stock .
Compensation Committee Analysis
- Composition (2024): Rick R. Holley (Chair), Mark A. Emmert, Al Monaco, James C. O’Rourke, Nicole W. Piasecki; met 4 times .
- Independent consultant: FW Cook advises the committee; appointed/compensated solely by the committee; independence review found no conflicts of interest .
- Peer group and benchmarking: Mixed REIT/basic materials peer set reviewed annually; for 2025, WestRock removed and Builders FirstSource (BLDR) added following M&A changes .
- Program emphasis: Pay‑for‑performance for executives; rigorous goal‑setting; strong alignment via PSU (relative TSR) and RSU mix; robust stock ownership requirements .
Governance Assessment
- Positives
- Independent Chair structure, with separate CEO and Chair roles and regular independent director executive sessions, supports oversight quality and reduces management influence over board agendas .
- Holley chairs the Compensation Committee and serves on the Executive Committee, bringing deep industry and governance expertise to pay decisions and interim board actions .
- Strong policies: pre‑approval for related‑party transactions (none in 2024), anti‑hedging/pledging, and director stock ownership guidelines (5x cash retainer) .
- Shareholder signals: Say‑on‑Pay approval exceeded 94% in 2024, indicating investor support for compensation governance .
- Potential Risk/Watch Items
- Role concentration: Holley simultaneously serves as independent Board Chair, Compensation Committee Chair, and Executive Committee member, which centralizes governance influence. Mitigating factors include independence and clear separation from management .
- No director‑specific attendance breakdown disclosed; boardwide attendance remains high (98%) and all directors attended the 2024 annual meeting .
- Beneficial ownership is well below 1% of shares outstanding; alignment supported by equity retainers and deferral but no disclosure on guideline compliance status for individual directors .
Overall, Holley’s profile reflects strong alignment with WY’s governance best practices: independent chair leadership, rigorous comp oversight using an independent consultant, robust policies on conflicts/hedging/ownership, and high shareholder support on pay. The concentration of governance roles warrants ongoing monitoring, but structural separation from the CEO and boardwide independence mitigate risk .