This excerpt taken from the WY DEF 14A filed Mar 10, 2006.
The Compensation Committee of the Board of Directors is composed entirely of directors who are not employees of the Company and who are independent within the meaning of the listing requirements of the New York Stock Exchange.
It is the Committees responsibility to review and approve the strategy and design of the Companys compensation, equity-based and benefits programs for all the Companys executive officers, including the chief executive officer. The Committee also reviews and approves base salary increases, incentive payments and stock option grants for executive officers; and reviews and approves corporate goals and objectives relevant to compensation for the chief executive officer, evaluates his compensation in light of those goals and objectives, and makes recommendations to the Board for the chief executive officers compensation based on this evaluation. Weyerhaeuser Companys executive officers are the senior officers who constitute the Senior Management team, including the named executive officers in the Summary Compensation Table. The Committee also approves compensation actions for certain other business and function leaders of the Company.
The Committee retains external compensation consultants to advise the Committee on compensation strategy, plan design and executive compensation levels. Weyerhaeusers compensation organization serves as the management liaison to the Committee and provides additional counsel, data and analysis as requested by the Committee.
In late 2004 the Committee selected a consultant to assist the Committee in conducting a strategic review of the Companys compensation programs and practices. This Committee Report includes a description of the Committees compensation decisions for the Companys executives for 2005, as well as a high-level summary of the changes approved by the Committee for executive compensation beginning in 2006.