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MERCER INTERNATIONAL INC

For the period ended May 31, 2024. Filed Apr 19, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 31, 2024 · Filed Apr 19, 2024

MERC$0.26+4.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒
Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada on May 31, 2024 at 10:00 a.m. (Vancouver time) (doors open at 9:30 a.m. (Vancouver time)) for the following purposes:

To elect ten directors to serve until the 2025 Annual Meeting of Shareholders;

To approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in these materials;

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024; and

To transact such other business as may properly come before the meeting.

For those who are not able to attend in person, the Company is offering a virtual shareholder meeting in which shareholders may listen to the Annual Meeting, submit questions and vote online at: www.meetnow.global/MH5YJVG.

Only shareholders of record at the close of business on March 28, 2024 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting in person or through the virtual meeting, we urge you to cast your vote and submit your proxy as promptly as possible by one of the methods below. Make sure to have your proxy card or voting instruction form (VIF) in hand. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. A proxy may be revoked in the manner described in the accompanying proxy statement.

By using the Internet at•www.investorvote.com/merc (for registered shareholders)•www.proxyvote.com (for beneficial shareholders)By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada
By scanning the QR code provided in your proxy with your smartphoneBy mailing your signed proxy or voting instruction form

For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William D. McCartney

William D. McCartney

Interim Chairperson

April 18, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 31, 2024: Our proxy statement and our 2023 Annual Report to Shareholders are available at www.mercerint.com/investors/reports-filings/. Additionally, you may access our proxy materials atwww.proxyvote.com or www.investorvote.com/merc, a site that does not have "cookies" that identify visitors to the site.

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PROXY STATEMENT

TABLE OF CONTENTS

Notice Regarding Forward-Looking StatementsivSHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS42
Non-GAAP Financial MeasuresivShare Ownership of Certain Beneficial Owners42
PROXY STATEMENT SUMMARYvShare Ownership of Directors and Executive Officers43
Annual Meeting InformationvHUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION44
Annual Meeting Agenda and Voting RecommendationsvINDEPENDENT COMPENSATION CONSULTANTS44
Snapshot of Board NomineesviREPORT OF THE HUMAN RESOURCES COMMITTEE44
Board SnapshotviiCOMPENSATION DISCUSSION AND ANALYSIS45
Board RefreshmentviiExecutive Compensation Objectives and Program Design46
Snapshot of Attributes of Director NomineesviiCOMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS47
Corporate Governance HighlightsviiiObjectives47
Fiscal 2023ixKey Principles47
Executive Compensation HighlightsxiiiCompensation Mix48
Variable Pay at RiskxiiiCompensation Components48
Advisory Resolution to Approve Our Executive CompensationxivCompensation Governance50
Independent Registered Public Accounting FirmxivAnnual Compensation Process51
Target and Maximum Incentives and Realized Pay53
GENERAL INFORMATION1Short-Term Incentive Plan54
PROPOSAL 1 – ELECTION OF DIRECTORS3Long-Term Incentive Program56
Nominees for Election as Directors5Individual Officer Performance Evaluations and Measures58
Majority Voting Policy in Uncontested Director Elections10Compensation Risk Management58
Board Snapshot11Variable Pay at Risk59
Board Tenure and Refreshment11Summary60
Snapshot of Attributes of Director Nominees11How the Committee Considered the 2023 Advisory Vote on Our Compensation Program61
Board Diversity12
COMPENSATION DECISIONS AND OUTCOMES62
CORPORATE GOVERNANCE AND BOARD MATTERS14Fiscal 202362
Role of the Board14Fiscal 2023 Shareholder Returns66
Key Areas of Board Oversight14Fiscal 2023 Compensation67
Governance Guidelines, Code of Conduct and Other Policies Available on Our Website15Fiscal 2023 PSU Grant71
Board Meetings and Attendance17Vesting of Fiscal 2021 PSUs71
Affirmative Determination Regarding Director Independence19EXECUTIVE COMPENSATION TABLES73
Board Leadership Structure19Summary Compensation Table73
Duties and Responsibilities of the Independent Chairperson20Narrative Disclosure to Summary Compensation Table74
Executive Sessions20Grants of Plan-Based Awards Table76
Committees of the Board21Narrative Disclosure to Grants of Plan-Based Awards Table76
Risk Oversight25Outstanding Equity Awards at Fiscal Year-End Table77
Data Privacy and Cybersecurity Risk Oversight27Option Exercises and Stock Vested77
Corporate Social Responsibility28Non-Qualified Deferred Compensation77
ESG Oversight30Non-Qualified Deferred Compensation Table78
Talent Management Oversight and Succession Planning31Potential Payments upon Termination or Change of Control79
Diversity, Equity and Inclusion31Narrative Discussion on Potential Payments upon Termination or Change of Control79
Our Director Nominations Process32Pay Versus Performance83
Board Size Considerations34Chief Executive Officer Pay Ratio86
Director Education34INFORMATION REGARDING EQUITY COMPENSATION PLANS88
Director Evaluation34Equity Compensation Plan Information88
Expectations of our Directors35PROPOSAL–2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION89
Shareholder Engagement35PROPOSAL–3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM90
Shareholder Communications with Board35Ratification of Independent Registered Public Accounting Firm90
Complaint Procedure36Fees of Independent Registered Public Accounting Firm90
Shareholding Guideline for Non-Employee Directorsand NEOs36Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services90
Review and Approval of Related Party Transactions36REPORT OF THE AUDIT COMMITTEE91
Delinquent Section 16(a) Insider Reports37COMMONLY ASKED QUESTIONS AND ANSWERS93
DIRECTORS' COMPENSATION38FUTURE SHAREHOLDER PROPOSALS97
Directors' Compensation38INTERNET VOTING97
Non-Employee Director Incentive Program38OTHER MATTERS97
Director Compensation Table39
EXECUTIVE OFFICERS40

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.