Skip to main content

MERCER INTERNATIONAL INC

For the period ended May 30, 2025. Filed Apr 17, 2025.

View on SEC.gov

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 30, 2025 · Filed Apr 17, 2025

MERC$0.26+4.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 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 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

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 StatementsivINDEPENDENT COMPENSATION CONSULTANTS42
Non-GAAP Financial MeasuresivREPORT OF THE HUMAN RESOURCES COMMITTEE42
PROXY STATEMENT SUMMARYvCOMPENSATION DISCUSSION AND ANALYSIS43
Annual Meeting InformationvExecutive Compensation Objectives and Program Design44
Annual Meeting Agenda and Voting RecommendationsvCOMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS45
Snapshot of Board NomineesviObjectives45
Board SnapshotviiKey Principles45
Board RefreshmentviiCompensation Mix45
Snapshot of Attributes of Director NomineesviiCompensation Components46
Corporate Governance HighlightsviiiCompensation Governance48
Fiscal 2024ixAnnual Compensation Process49
Executive Compensation HighlightsxiiTarget and Maximum Incentives and Realized Pay51
Variable Pay at RiskxiiShort-Term Incentive Plan52
Advisory Resolution to Approve Our Executive CompensationxiiiLong-Term Incentive Program54
Independent Registered Public Accounting FirmxiiiIndividual Officer Performance Evaluations and Measures56
Approval of Amendment to 2022 Stock Incentive PlanxivCompensation Risk Management56
GENERAL INFORMATION1Variable Pay at Risk57
PROPOSAL 1 – ELECTION OF DIRECTORS3Summary58
Nominees for Election as Directors5How the Committee Considered the 2024 Advisory Vote on Our Compensation Program59
Majority Voting Policy in Uncontested Director Elections10
Board Snapshot10COMPENSATION DECISIONS AND OUTCOMES60
Board Tenure and Refreshment10Fiscal 202460
Snapshot of Attributes of Director Nominees11Fiscal 2024 Shareholder Returns63
Board Diversity11Fiscal 2024 Compensation63
CORPORATE GOVERNANCE AND BOARD MATTERS12Fiscal 2024 PSU Grant67
Role of the Board12Vesting of Fiscal 2022 PSUs67
Key Areas of Board Oversight12EXECUTIVE COMPENSATION TABLES68
Governance Guidelines, Code of Conduct and Other Policies Available on Our Website13Summary Compensation Table68
Narrative Disclosure to Summary Compensation Table69
Board Meetings and Attendance15Grants of Plan-Based Awards Table70
Affirmative Determination Regarding Director Independence17Narrative Disclosure to Grants of Plan-Based Awards Table71
Board Leadership Structure17Outstanding Equity Awards at Fiscal Year-End Table71
Duties and Responsibilities of the Independent Chairperson18Option Exercises and Stock Vested72
Executive Sessions19Non-Qualified Deferred Compensation72
Committees of the Board19Non-Qualified Deferred Compensation Table73
Risk Oversight22Potential Payments upon Termination or Change of Control73
Data Privacy and Cybersecurity Risk Oversight25Narrative Discussion on Potential Payments upon Termination or Change of Control74
Corporate Social Responsibility26
ESG Oversight27Pay Versus Performance76
Talent Management Oversight and Succession Planning28Chief Executive Officer Pay Ratio80
Diversity, Equity and Inclusion29INFORMATION REGARDING EQUITY COMPENSATION PLANS81
Our Director Nominations Process29Equity Compensation Plan Information81
Board Size Considerations31PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION82
Director Education32PROPOSAL 3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM83
Director Evaluation32
Expectations of our Directors33Ratification of Independent Registered Public Accounting Firm83
Shareholder Engagement33Fees of Independent Registered Public Accounting Firm83
Shareholder Communications with Board33Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services83
Complaint Procedure34
Shareholding Guideline for Non-Employee Directors and NEOs3434REPORT OF THE AUDIT COMMITTEE84
Review and Approval of Related Party TransactionsPROPOSAL 4 - APPROVAL OF AMENDMENT86
Delinquent Section 16(a) Insider Reports35Introduction and Proposed Amendment86
DIRECTORS' COMPENSATION36Reasons the Board Recommends Approval of Amendment86
Directors' Compensation36Burn Rate and Potential Dilution88
Non-Employee Director Incentive Program36Individual Limits88
Director Compensation Table37Material Features of the 2022 Plan88
EXECUTIVE OFFICERS38Registration with the SEC96
SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS40COMMONLY ASKED QUESTIONS AND ANSWERS97
Share Ownership of Certain Beneficial Owners40FUTURE SHAREHOLDER PROPOSALS101
Share Ownership of Directors and Executive Officers41INTERNET VOTING101
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION42OTHER MATTERS101
APPENDIX A102
PROXY CARD123

iii

ContentsView on SEC.gov

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