MERCER INTERNATIONAL INC

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

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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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Compensation Components

To achieve our objectives, we use a mix of four compensation components, being base salary, annual cash incentive bonuses, long-term equity incentives and other perquisites intended to be competitive in the market and with our competitors.

Our executive compensation program is comprised of the following core components:

COMPONENT	PURPOSE	KEY FEATURES	CHANGES FOR 2023
Base Salary •Cash	Compensate executives competitively for their roles with us. Attract and retain high quality executives	•Based primarily upon job responsibilities, level of experience and skill as well as performance compared with annually established financial or individual objectives.•Consideration given to the impact an NEO is expected to make to our business in the future.•Targeted within the median range of our peer companies and consideration given to the markets in which we operate.•Provides a consistent cash flow to employees.•Committee normally considers salary adjustments for executive officers annually in the first quarter of the year.•Increases in salaries are generally based on the market level salary for the role an executive serves, overall budgets and specific talent needs. Small periodic adjustments are also made to reflect cost of living increases.	Cost of living adjustment.

Annual Incentive Bonus •Cash	To motivate and reward the achievement of financial and strategic priorities during the year	•Based on the expectations of the Board and management for our financial and operating performance for a fiscal year including the contribution of an NEO in achieving our goals as set forth in our short-term incentive plan.• It also includes the NEO's achievement of the individual goals established for each NEO annually based upon such NEO's position and responsibility.•Measure our NEO's performance in achieving financial targets and operating, ESG, strategic and other goals.•Consideration of recommendations by our Chief Executive Officer for bonuses to be paid to our NEOs other than our former Executive Chairman and Chief Executive Officer.	None.
Long-term EquityIncentives •Performance Share Units•Restricted Stock•Restricted Stock Units•Deferred Stock Units•Performance Shares	To drive and reward long-term Shareholder value creation and to retain executives	•Generally based upon the long-term financial and operating expectations of the Board and management and the contribution an executive officer is expected to make in the future in achieving such expectations.•Granted primarily in the form of performance share units with a three-year vesting period, the final settlement of which is adjusted for our absolute and relative financial performance over that three-year period. •Generally produce value to our NEOs if the price of our Shares appreciates, thereby aligning their interests with those of Shareholders through increased Share ownership. •All equity awards thereunder are granted at fair market value as of the date of grant. We define "fair market value" as the closing market price of our Shares quoted on NASDAQ on the date of grant. •Incentive grants reviewed on an annual basis as part of the Committee's analysis of total compensation and the balance between the different elements thereof.	None.

Perquisites and Other Benefits •Automobile•Health and retirement programs•Living/housing	To provide market-typical benefits to executives	•Structured to be within a reasonably competitive range relating to our peer companies. •Automobile benefits include the lease of a vehicle along with the fuel and maintenance expenses thereon. •Health benefits may include periodic physical consultations, dental and pharmaceutical benefits.•Contributions made to a defined contribution pension arrangement to the extent permissible by law on a tax deferred basis. Amounts in excess of those allowed by tax authorities are recorded in unfunded accounts or remitted to an investment account with a third-party fund until retirement or termination.•In lieu of other benefits such as automobile, medical, pension and retirement programs, our former Executive Chairman received a lump sum living allowance of €75,000 per annum in recognition of his significant travel schedule pursuant to the terms of his employment agreement. •Our Chief Operating Officer, Pulp Products, receives a housing allowance of €10,200 per annum.•Our current Chief Executive Officer, appointed in 2022, received a temporary housing allowance, being an amount equal to €400,243, during fiscal 2023 in connection with taking on this role.•Our Chief Human Resources Officer, appointed in 2022, received a temporary housing allowance, being an amount equal to C$285,794, during fiscal 2023 in connection with taking on this role.	None.
Other •Severance and change of control provisions	To provide protection against termination of employment for reasons beyond the executive's control	•Provided in certain executive employment contracts.•No "single trigger" change of control contracts.	None.

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