Sara Grootwassink Lewis
About Sara Grootwassink Lewis
Independent director since 2016 (age 57), Audit Committee Chair, and designated “audit committee financial expert.” She holds a B.S. in Finance from the University of Illinois and is a Certified Public Accountant (Illinois) and Chartered Financial Analyst, bringing deep REIT, finance, and capital markets expertise to Weyerhaeuser’s board .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lewis Corporate Advisors | Founder & CEO | 2009–2018 | Strategic advisory to boards/management |
| Washington Real Estate Investment Trust | EVP & CFO | 2002–2009 | Public REIT CFO experience |
| Corporate Office Properties Trust | VP Finance & IR | 1999–2001 | REIT finance, investor relations |
| Johnston, Lemon & Co. | Sell-side REIT Equity Analyst | 1997–1999 | REIT coverage and capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. | Director | 2019–present | Public company board; healthcare REIT exposure |
| Freeport-McMoRan Inc. | Director | 2021–present | Public company board; global natural resources |
| PwC LLP U.S. | Board member | 2024–present | Governance role at audit firm partnership |
| Sun Life Financial, Inc. | Director (former) | 2014–2021 | Prior public board |
| PS Business Parks, Inc. | Director (former) | 2010–2019 | Prior public board |
| Plum Creek Timber Company, Inc. | Director (former) | 2013–2016 | Timber REIT; pre-merger with WY |
| Adamas Pharmaceuticals, Inc. | Director (former) | 2014–2016 | Prior public board |
| CapitalSource Inc. | Director (former) | 2004–2014 | Prior public board |
| The Brookings Institution | Senior Trustee | — | Nonprofit governance |
| Center for Audit Quality | Audit Committee Council member | — | Audit quality oversight community |
| NACD | Board Leadership Fellow; Advisory Council for Risk Oversight Delegate | — | Director education and risk oversight |
| U.S. Chamber Center for Capital Markets Competitiveness | Leadership Board | — | Capital markets policy engagement |
Board Governance
- Independence and leadership: Board determined all directors other than the CEO are independent; WY separates Chair and CEO, with an independent non-executive Chair and regular executive sessions of independent directors .
- Committee leadership and expertise: Lewis chairs the Audit Committee; the board has determined she is an “audit committee financial expert” under SEC rules .
- Meetings and engagement: 2024 meeting cadence—Board (4), Audit (7), Compensation (4), Governance (3); directors attended 98% of total board/committee meetings. All directors attended the 2024 annual meeting .
- Audit Committee scope (selected): Oversees financial reporting integrity, internal controls, internal audit, independent auditor appointment/fees, complaint procedures, and risk (including fraud) .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Chair (Lewis) | 7 | All members independent; 3 “financial experts” incl. Lewis |
| Compensation | Member list | 4 | All members independent |
| Governance & Corporate Responsibility | Member list | 3 | All members independent |
Related-party oversight and conflicts:
- Related-party transaction policy requires Audit Committee pre-approval; no related party transactions were approved or considered in 2024 .
- Compensation Committee interlocks: None disclosed in 2024; no executive served as a director at a company where a WY director was an executive .
Fixed Compensation
Program structure for nonemployee directors (2024):
| Fee Component | Amount (USD) |
|---|---|
| Annual Retainer — Cash | $120,000 |
| Annual Retainer — RSUs | $180,000 |
| Audit/Comp Committee Chair Retainer — Cash | $20,000 |
| Governance Committee Chair Retainer — Cash | $15,000 |
| Board Chair Retainer — Cash | $80,000 |
| Board Chair Retainer — RSUs | $85,000 |
Lewis 2024 director compensation:
| Name | Cash Fees (USD) | Stock Awards (USD) | Total (USD) | Notes |
|---|---|---|---|---|
| Sara G. Lewis | $140,000 | $179,982 | $319,982 | Includes $20,000 Audit Chair retainer |
| RSU Deferral | — | — | — | Deferred 5,790 RSUs into stock equivalent units under director plan |
Plan mechanics and alignment:
- Retainer-only (no meeting fees); equity via full-value RSUs with one-year vest to avoid entrenchment; director stock ownership guideline = 5x annual cash retainer ($600,000) .
- Directors may defer cash into interest-bearing accounts or cash/RSUs into stock equivalent units; deferrals paid post-service per plan/409A .
Performance Compensation
| Performance-linked Elements in Director Pay | Details |
|---|---|
| None disclosed | Nonemployee director equity is time-vested RSUs (one-year vest); no performance metrics or options in director program |
Other Directorships & Interlocks
| Area | Findings |
|---|---|
| Current public company boards | Healthpeak Properties (2019–present), Freeport-McMoRan (2021–present) |
| Additional governance role | PwC LLP U.S. board (2024–present) |
| Interlocks | No compensation committee interlocks disclosed in 2024 |
| Outside board limits | WY guideline: no more than three other public company boards; Audit Committee members may not serve on more than two other public company audit committees |
Expertise & Qualifications
- CPA (Illinois), CFA; qualifies as audit committee financial expert .
- Senior REIT finance/operator background (CFO, Washington REIT); capital markets and investor relations expertise; broad public company board service across REITs and natural resources .
Equity Ownership
As of March 11, 2025:
| Holder | Common Shares (voting/dispositive) | % of Class | Stock Equivalent Units | Notes |
|---|---|---|---|---|
| Sara G. Lewis | 21,619 | <1% (*) | 62,668 | Excludes 7,987 previously deferred shares without voting/dispositive power; retains economic interest |
Ownership alignment policies:
- Director ownership guideline: 5x annual cash retainer ($600,000) .
- Anti-hedging/anti-pledging policy applies to directors; prohibits hedging and pledging company stock .
- Deferred compensation allows stock-unit deferrals; units earn dividend equivalents and are settled post-service per plan .
Governance Assessment
Strengths (investor confidence positives)
- Independent audit chair with CPA/CFA credentials and SEC “financial expert” status; audit committee met seven times in 2024 and is fully independent, supporting strong financial oversight .
- High overall board/committee engagement (98% attendance); all directors attended the annual meeting .
- Robust alignment features: equity retainer in full-value RSUs; 5x retainer ownership guideline; anti-hedging/anti-pledging policy .
- Clear related-party oversight; no related-party transactions in 2024; strong Code of Ethics with no waivers reported .
- Shareholder support backdrop: Say-on-Pay >94% approval in 2024, indicating positive sentiment toward pay governance .
Watch items (potential risk indicators to monitor)
- External audit firm governance role: service on PwC LLP U.S. board while chairing WY’s Audit Committee. WY’s auditor is KPMG, which reduces direct conflict risk; policy requires pre-approval of audit/non-audit services and maintains auditor independence—continue monitoring if auditor changes or if PwC seeks company engagements .
- Outside board load: WY limits outside directorships to ensure capacity; Lewis currently holds two public company directorships, within the stated guideline. Audit-committee-specific external audit committee assignments at those companies are not disclosed here; compliance should be confirmed annually .
No compensation committee interlocks were disclosed in 2024, and no related-party transactions were approved/considered—reducing classic governance red flags .