Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers
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On August 24, 2018, the board of directors of Weyerhaeuser Company
(Weyerhaeuser or the Company) appointed Devin W. Stockfish, 45, as Weyerhaeusers president and chief executive officer and as a member of the Weyerhaeuser board of directors, effective January 1, 2019. He will
replace Doyle R. Simons, who will retire as an officer of the Company and as a member of the Weyerhaeuser board of directors effective January 1, 2019. Mr. Simons will remain employed with the Company as a senior advisor through
April 1, 2019.
Mr. Stockfish has been employed in various capacities with Weyerhaeuser since 2013. He served as assistant
general counsel from March 2013 through July 2014, and as senior vice president, general counsel and corporate secretary from July 2014 through January 2016. He also served as vice president of Western Timberlands from January 2017 through December
2017, and is currently the senior vice president of Timberlands, overseeing all of Weyerhaeusers timberland operations. Before joining the Company, he was vice president and associate general counsel at Univar Inc., where he focused on mergers
and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation and practiced corporate law at K&L Gates LLP. Before he began practicing law, Mr. Stockfish was an
engineer with the Boeing Company.
In connection with his appointment as president and chief executive officer, Mr. Stockfish will
receive an annual base salary of $1,000,000 and will participate in the Companys annual incentive compensation plan for executive officers. For 2019, Mr. Stockfishs target bonus will be 150% of base salary, with a maximum bonus
opportunity of 300%. He will also be eligible to participate in the Companys long-term incentive program. In February of 2019, Mr. Stockfish will receive a long-term equity incentive award with an aggregate target value of $7 million
comprised of the following: (i) a performance share unit award with a target dollar value of $4.2 million that may be earned at 0% to 150% of target over the period commencing on January 1, 2019 and ending on December 31, 2021;
and (ii) a restricted stock unit award with a target dollar value of $2.8 million that will vest 25% over four years commencing 12 months after the date of grant.
The Company has also entered into a new severance agreement with Mr. Stockfish, which is to become effective January 1, 2019. The
agreement provides for severance benefits if Mr. Stockfishs employment is terminated outside of a change in control unless the termination is for cause or is the result of the Companys mandatory retirement policy, death, disability
or voluntary termination by Mr. Stockfish. The severance benefit payable under the agreement is an amount equal to: (i) two times the highest rate of his annualized base salary rate in effect prior to termination; (ii) two times his
target annual bonus established for the bonus plan year in which the date of termination occurs; (iii) his unpaid base salary and accrued vacation pay through his last day of work; (iv) his earned annual bonus prorated for the number of
days in the fiscal year through the date of his termination; and (v) a lump sum payment of ten thousand dollars (net of required payroll and income tax withholding) to assist in paying for replacement health and welfare coverage following the
date of termination. Payments under the severance agreement are conditioned on receipt by the Company of a
non-competition
and release agreement from Mr. Stockfish. The foregoing description of the
severance agreement is a summary and is qualified in its entirety by reference to the severance agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by
reference.
On August 24, 2018, the Weyerhaeuser board also appointed Adrian M. Blocker to replace Mr. Stockfish in the role of
senior vice president of Timberlands, effective January 1, 2019. Mr. Blocker has served as senior vice president of Wood Products since January 2015, and previously served as senior vice president, Lumber for Weyerhaeuser from
August 2013 to December 2014. He joined the Company in May 2013 as vice president of Lumber. Prior to joining the Company, he held numerous leadership positions in the industry focused on timberlands management, fiber procurement, consumer
packaging, strategic planning, business development and manufacturing, including at West Fraser, International Paper and Champion International.