MERCER INTERNATIONAL INC
For the period ended May 30, 2025. Filed Apr 17, 2025.
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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 30, 2025 · Filed Apr 17, 2025
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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. )
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| Filed by a party other than the Registrant | ☐ |
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| ☐ | 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 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2025 Annual Meeting (the "Annual Meeting") of shareholders ("Shareholders") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada on May 30, 2025 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 2026 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 2025;
To approve an amendment to the Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan to increase the number of shares of common stock available for issuance under such plan; and
To transact such other business as may properly come before the Annual 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/MZDKCKM.
Only Shareholders of record at the close of business on March 27, 2025 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 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 smartphone | By 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
Chairperson
April 15, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 30, 2025: Our proxy statement and our 2024 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.
PROXY STATEMENT
TABLE OF CONTENTS
| Notice Regarding Forward-Looking Statements | iv | INDEPENDENT COMPENSATION CONSULTANTS | 42 | |
|---|---|---|---|---|
| Non-GAAP Financial Measures | iv | REPORT OF THE HUMAN RESOURCES COMMITTEE | 42 | |
| PROXY STATEMENT SUMMARY | v | COMPENSATION DISCUSSION AND ANALYSIS | 43 | |
| Annual Meeting Information | v | Executive Compensation Objectives and Program Design | 44 | |
| Annual Meeting Agenda and Voting Recommendations | v | COMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS | 45 | |
| Snapshot of Board Nominees | vi | Objectives | 45 | |
| Board Snapshot | vii | Key Principles | 45 | |
| Board Refreshment | vii | Compensation Mix | 45 | |
| Snapshot of Attributes of Director Nominees | vii | Compensation Components | 46 | |
| Corporate Governance Highlights | viii | Compensation Governance | 48 | |
| Fiscal 2024 | ix | Annual Compensation Process | 49 | |
| Executive Compensation Highlights | xii | Target and Maximum Incentives and Realized Pay | 51 | |
| Variable Pay at Risk | xii | Short-Term Incentive Plan | 52 | |
| Advisory Resolution to Approve Our Executive Compensation | xiii | Long-Term Incentive Program | 54 | |
| Independent Registered Public Accounting Firm | xiii | Individual Officer Performance Evaluations and Measures | 56 | |
| Approval of Amendment to 2022 Stock Incentive Plan | xiv | Compensation Risk Management | 56 | |
| GENERAL INFORMATION | 1 | Variable Pay at Risk | 57 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 | Summary | 58 | |
| Nominees for Election as Directors | 5 | How the Committee Considered the 2024 Advisory Vote on Our Compensation Program | 59 | |
| Majority Voting Policy in Uncontested Director Elections | 10 | |||
| Board Snapshot | 10 | COMPENSATION DECISIONS AND OUTCOMES | 60 | |
| Board Tenure and Refreshment | 10 | Fiscal 2024 | 60 | |
| Snapshot of Attributes of Director Nominees | 11 | Fiscal 2024 Shareholder Returns | 63 | |
| Board Diversity | 11 | Fiscal 2024 Compensation | 63 | |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 12 | Fiscal 2024 PSU Grant | 67 | |
| Role of the Board | 12 | Vesting of Fiscal 2022 PSUs | 67 | |
| Key Areas of Board Oversight | 12 | EXECUTIVE COMPENSATION TABLES | 68 | |
| Governance Guidelines, Code of Conduct and Other Policies Available on Our Website | 13 | Summary Compensation Table | 68 | |
| Narrative Disclosure to Summary Compensation Table | 69 | |||
| Board Meetings and Attendance | 15 | Grants of Plan-Based Awards Table | 70 | |
| Affirmative Determination Regarding Director Independence | 17 | Narrative Disclosure to Grants of Plan-Based Awards Table | 71 | |
| Board Leadership Structure | 17 | Outstanding Equity Awards at Fiscal Year-End Table | 71 | |
| Duties and Responsibilities of the Independent Chairperson | 18 | Option Exercises and Stock Vested | 72 | |
| Executive Sessions | 19 | Non-Qualified Deferred Compensation | 72 | |
| Committees of the Board | 19 | Non-Qualified Deferred Compensation Table | 73 | |
| Risk Oversight | 22 | Potential Payments upon Termination or Change of Control | 73 | |
| Data Privacy and Cybersecurity Risk Oversight | 25 | Narrative Discussion on Potential Payments upon Termination or Change of Control | 74 | |
| Corporate Social Responsibility | 26 | |||
| ESG Oversight | 27 | Pay Versus Performance | 76 | |
| Talent Management Oversight and Succession Planning | 28 | Chief Executive Officer Pay Ratio | 80 | |
| Diversity, Equity and Inclusion | 29 | INFORMATION REGARDING EQUITY COMPENSATION PLANS | 81 | |
| Our Director Nominations Process | 29 | Equity Compensation Plan Information | 81 | |
| Board Size Considerations | 31 | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 82 | |
| Director Education | 32 | PROPOSAL 3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 83 | |
| Director Evaluation | 32 | |||
| Expectations of our Directors | 33 | Ratification of Independent Registered Public Accounting Firm | 83 | |
| Shareholder Engagement | 33 | Fees of Independent Registered Public Accounting Firm | 83 | |
| Shareholder Communications with Board | 33 | Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services | 83 | |
| Complaint Procedure | 34 | |||
| Shareholding Guideline for Non-Employee Directors and NEOs | 3434 | REPORT OF THE AUDIT COMMITTEE | 84 | |
| Review and Approval of Related Party Transactions | PROPOSAL 4 - APPROVAL OF AMENDMENT | 86 | ||
| Delinquent Section 16(a) Insider Reports | 35 | Introduction and Proposed Amendment | 86 | |
| DIRECTORS' COMPENSATION | 36 | Reasons the Board Recommends Approval of Amendment | 86 | |
| Directors' Compensation | 36 | Burn Rate and Potential Dilution | 88 | |
| Non-Employee Director Incentive Program | 36 | Individual Limits | 88 | |
| Director Compensation Table | 37 | Material Features of the 2022 Plan | 88 | |
| EXECUTIVE OFFICERS | 38 | Registration with the SEC | 96 | |
| SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 40 | COMMONLY ASKED QUESTIONS AND ANSWERS | 97 | |
| Share Ownership of Certain Beneficial Owners | 40 | FUTURE SHAREHOLDER PROPOSALS | 101 | |
| Share Ownership of Directors and Executive Officers | 41 | INTERNET VOTING | 101 | |
| HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 42 | OTHER MATTERS | 101 | |
| APPENDIX A | 102 | |||
| PROXY CARD | 123 | |||
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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.