MERCER INTERNATIONAL INC

The following table sets forth information regarding the fiscal 2023, 2022 and 2021 compensation awarded to, earned by, or paid to our NEOs. It is important to note that the Summary Compensation Table and the Grants of Plan-Based Awards Table appearing on page 76 only reflect plan-based awards actually issued in fiscal 2023.

(1)

Year to year changes reflect both increases in compensation and foreign exchange fluctuations. Based upon the exchange rate as at December 29, 2023, the dollar had strengthened by approximately 9% in value against the euro and increased by approximately 8% against the Canadian dollar since December 30, 2022.

(2)

The amount reported in this column for each NEO reflects the dollar amount of base salary paid, including salary increases. Annual salary increases are effective January 1 for Mr. Bueno and Mr. Koppensteiner and March 1 for Mr. Lee, Mr. Ure, Mr. Arguin and Mr. Short.

(3)

Stock awards awarded to NEOs consist primarily of PSUs issued under the 2022 Plan. The amounts shown do not reflect whether the recipient has actually realized or will realize a financial benefit from such awards. The amounts shown represent the aggregate grant date fair values during the indicated fiscal year of the awards granted to our NEOs in 2023 and prior fiscal years as determined in accordance with ASC 718 and based on the assumptions and methodologies set forth in the Notes to the Consolidated Financial Statements in our Annual Reports on Form 10-K for the years ended December 31, 2023, 2022 and 2021, respectively. On February 14, 2023, we granted 2023 PSUs to all our NEOs. The grant date fair values are reported based upon the Share price of $11.61 which was the closing market price on the date of grant, and the probable outcome of the LTIP Performance Criteria for such awards as of the date of grant in accordance with SEC rules. The values of the 2023 PSUs granted in February 2023, assuming maximum vesting of 200% (and not target of 100%) of the performance awards, would have been: (i) Mr. Lee - $1,741,500; (ii) Mr. Bueno - $2,883,808; (iii) Mr. Ure - $178,214; (iv) Mr. Short - $434,121; (v) Mr. Koppensteiner - $693,721; and (vi) Mr. Arguin - $350,692. Details on the awards can be found in the Grants of Plan-Based Awards Table on page 76 of this Proxy Statement. On February 26, 2024, Mr. Lee stepped down as our Executive Chairman and as a director. Accordingly, unvested existing PSUs awarded to Mr. Lee for fiscal 2022 and 2023 will be pro-rated based on applicable performance periods and in accordance with the terms of our LTIP.

(4)

The amounts set forth in this column reflect the annual change in the value, including interest, of their respective unfunded accounts, which accounts record those retirement plan contributions in excess of the applicable statutory or contractual limit.

(5)

Included in "All Other Compensation" for the fiscal years ended December 31, 2023, 2022 and 2021 are benefits and perquisites which consist of the following:

(6)

The terms of Mr. Lee's employment agreement, entitle him to housing and other perquisites not to exceed in aggregate €75,000 annually and other compensation as determined by the Committee, which amount is reflected in the column "All Other Compensation".On February 26, 2024, Mr. Lee stepped down as our Executive Chairman and as a director.

(7)

Mr. Bueno was appointed as Chief Executive Officer and President on May 1, 2022, and was elected as a director effective May 31, 2022. Includes a temporary housing allowance of €400,243 in connection with Mr. Bueno's appointment as Chief Executive Officer and President.

(8)

In 2023, we contributed $8,571 to Mr. Bueno's retirement plan and $60,491 to Mr. Koppensteiner's retirement plan under our European retirement program, which amount is reflected in the column "All Other Compensation".

(9)

In connection with Mr. Bueno's appointment, he was granted: (i) 50,000 RSUs which vested in May 2023; (ii) 96,530 2021 PSUs; and (iii) 96,530 2022 PSUs, with a grant date fair value of $15.46 per Share, which was the closing price on May 2, 2022, the first trading day following Mr. Bueno's appointment. Such one-time RSU and PSU grants were made to attract Mr. Bueno as well as allow Mr. Bueno to enter into the same pay for performance cycle as our other NEOs. PSU grants for the CEO in 2023 have returned to previous levels. Stock awards awarded to Mr. Bueno consist of PSUs issued under the 2022 Plan. The amounts shown do not reflect whether the recipient has actually realized or will realize a financial benefit from such awards. The amounts shown represent the aggregate grant date fair value of the awards granted in fiscal 2022 as determined in accordance with ASC 718 and based on the assumptions and methodologies set forth in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. The values of the stock awards granted to Mr. Bueno in May 2022, assuming maximum vesting of 200% (and not target of 100%) of the performance awards, would have been $6,742,415.

(10)

Mr. Ure stepped down as Chief Financial Officer and Secretary effective May 31, 2023, and Mr. Short was appointed Chief Financial Officer and Secretary on June 1, 2023. Mr. Ure remained in an advisory role until August 31, 2023, and then provided consulting services on contract from September 1 to November 3, 2023. Amounts payable in connection with such consulting services are included in "All Other Compensation".

(11)

In 2023, we contributed $22,814 to each of Mr. Ure's, Mr. Short's and Mr. Arguin's retirement plans under our North American retirement program which amounts are included in "All Other Compensation".

(12)

The terms of Mr. Koppensteiner's employment agreement entitle him to a housing allowance of €10,200 annually.

(13)

Mr. Arguin was appointed as Chief Human Resources Officer on January 10, 2022.

(14)

Includes a temporary housing allowance of C$285,794 in 2023 in connection with Mr. Arguin's appointment as Chief Human Resources Officer.