MERCER INTERNATIONAL INC
For the period ended May 30, 2025. Filed Apr 17, 2025.
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May 30, 2025 · Filed Apr 17, 2025
Contents
Pay Versus Performance
We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings "Compensation Actually Paid to CEO" and "Average Compensation Actually Paid for NEOs" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (10) below sets forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table above.
The following table sets forth additional compensation information of our CEO and our non-CEO NEOs along with total shareholder return, net income, and Operating EBITDA performance results for fiscal years 2020, 2021, 2022, 2023 and 2024:
| Year · Summary Compensation Table Total for CEO($) · Compensation Actually Paid to CEO($) · Average Summary Compensation Table Total for Non-CEO NEOs(2)($) · Average Compensation Actually Paid to Non-CEO NEOs(2)($) · Value of Initial Fixed $100 Investment Based On: · Net Income (Loss)($) · Operating EBITDA (in 000s)(10)($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Juan Carlos Bueno(1) · David Gandossi(1) · Juan Carlos Bueno(1) · David Gandossi(1) · Total Shareholder Return(9)($) · Peer Group Total Shareholder Return(9)($) | ||||||||||
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) | ||||||||||
| 2024 | 2,951,587 | N/A | 1,669,153 | N/A | 1,045,486 | 784,586 | 59.84 | 86.62 | (85,141) | 243,722 |
| 2023 | 3,174,950 | N/A | 2,052,731 | N/A | 1,063,027 | 809,823 | 100.06 | 107.36 | (242,056) | 17,462 |
| 2022 | 4,945,342 | 1,518,538 | 3,016,641 | 806,333 | 1,449,725 | 1,174,802 | 103.55 | 129.84 | 247,039 | 536,521 |
| 2021 | - | 3,152,658 | - | 2,194,616 | 1,374,929 | 1,065,747 | 104.19 | 132.54 | 170,988 | 478,782 |
| 2020 | - | 2,647,401 | - | 1,837,807 | 1,150,286 | 791,419 | 87.24 | 122.03 | (17,235) | 192,650 |
(1)
Mr. Gandossi stepped down as Chief Executive Officer and President on May 1, 2022 and retired as a director effective May 31, 2022. Mr. Bueno was appointed as Chief Executive Officer and President on May 1, 2022, and was elected as a director effective May 31, 2022. In connection with Mr. Bueno's appointment, he was provided with a one-time moving cost allowance and was granted: (i) 50,000 RSUs; (ii) 96,530 PSUs that have a performance period ending on December 31, 2023; and (iii) 96,530 PSUs that have a performance period ending on December 31, 2024. 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.
(2)
The CEOs and NEOs in the above compensation columns reflect the following:
| Year | CEO | NEOs |
| 2024 | Juan Carlos Bueno | Richard Short, Adolf Koppensteiner, Carsten Merforth, Wolfram Ridder |
| 2023 | Juan Carlos Bueno | Jimmy S.H. Lee, David Ure (to May 31, 2023), Richard Short (from June 1, 2023), Adolf Koppensteiner, Guy Arguin |
| 2022 | David Gandossi (to May 1, 2022)Juan Carlos Bueno (from May 1, 2022) | Jimmy S.H. Lee, David Ure, Adolf Koppensteiner, Guy Arguin |
| 2021 | David Gandossi | Jimmy S.H. Lee, David Ure, Adolf Koppensteiner, Wolfram Ridder |
| 2020 | David Gandossi | Jimmy S.H. Lee, David Ure, Adolf Koppensteiner, Wolfram Ridder |
(3)
Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (1) for PSU awards (excluding TSR awards), closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price multiplied by the probability of achievement as of each such date, (2) for TSR-based PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and probability of achievement, and in all cases based on volatility, dividend rates and risk free rates determined as of the revaluation date.
(4)
2024 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (11) from Total Compensation reported in the Summary Compensation Table.
(5)
2023 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (11) from Total Compensation reported in the Summary Compensation Table.
(6)
2022 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (11) from Total Compensation reported in the Summary Compensation Table.
(7)
2021 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (11) from Total Compensation reported in the Summary Compensation Table.
(8)
2020 "Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the adjustments set forth in the table below in Note (11) from Total Compensation reported in the Summary Compensation Table.
(9)
For the relevant fiscal year, represents the cumulative total shareholder return of Mercer International Inc. and the TSR Peer Group as set forth under the Fiscal 2024 Shareholder Returns section of this Proxy Statement. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, adjusted for stock splits and spinoffs, if such amount were invested by the market close on the last trading day before the beginning of the Company’s third preceding fiscal year.
(10)
EBITDA was selected as our Company Selected Measure for evaluating Pay versus Performance because it is a key metric in our PSU Plans as well as being a performance metric in our Annual Incentive Plans.
(11)
"Compensation Actually Paid" to the CEO and the average "Compensation Actually Paid" to the NEOs reflect the following adjustment from Total Compensation reported in the Summary Compensation Table:
| 2024 · 2024 · 2023 · 2023 · 2022 · 2021 · 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CEO($) · Averageof NEOs($) · CEO($) · Average of NEOs($) · CEO (Gandossi)($) · CEO (Bueno)($) · Averageof NEOs ($) · CEO($) · Averageof NEOs ($) · CEO ($) · Averageof NEOs ($) | |||||||||||
| Total Reported in 2024 Summary Compensation Table (SCT) | 2,951,587 | 1,045,486 | 3,174,950 | 1,063,027 | 1,518,538 | 4,945,342 | 1,449,725 | 3,152,658 | 1,374,929 | 2,647,401 | 1,150,286 |
| Less, total fair value of stock and option awards reported in SCT | (1,493,315) | (312,008) | (1,441,904) | (339,825) | (314,028) | (3,757,708) | (454,575) | (1,375,183) | (415,925) | (1,299,232) | (372,768) |
| Plus, fair value (at end of fiscal year) of awards granted in 2024 fiscal year that are unvested and outstanding | 784,193 | 163,846 | 704,167 | 196,417 | 159,817 | 1,829,007 | 231,345 | 702,051 | 212,336 | 990,495 | 284,187 |
| Plus (less), change in fair (at end of fiscal year) value of prior year awards that are outstanding and unvested | (207,496) | (38,501) | (101,532) | (32,740) | (34,837) | - | (16,581) | (206,224) | (59,168) | (213,615) | (126,039) |
| Plus, fair value (at vesting date) of awards granted and vested in 2024 fiscal year | - | - | - | - | - | - | - | - | - | - | - |
| Plus (less), change in fair value (at vesting date) of prior year awards that vested in 2024 fiscal year | - | - | (365,506) | (85,803) | (53,421) | - | (15,096) | 15,556 | 9,179 | (46,132) | (23,167) |
| Plus (less), fair value (at end of prior fiscal year) of prior year awards that failed to vest in 2024 fiscal year (i.e. forfeited) | (365,816) | (74,238) | 82,556 | 8,748 | (469,736) | - | (20,015) | (94,243) | (55,603) | (241,110) | (121,079) |
| Less, change in actuarial present value of all defined benefit and actuarial pension plans | - | - | - | - | - | - | - | - | - | - | - |
| Plus, pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | - | - | - | - | - | - | - | - | - | - | - |
| Compensation Actually Paid ($) | 1,669,153 | 784,586 | 2,052,731 | 809,823 | 806,333 | 3,016,641 | 1,174,802 | 2,194,616 | 1,065,747 | 1,837,807 | 791,419 |
Relationship between Pay and Performance
Below are graphs showing the relationship of "compensation actually paid" to our Chief Executive Officer and other NEOs in fiscal 2020, 2021, 2022, 2023 and 2024 to: (1) our TSR and the TSR of the TSR Peer Group; (2) our Net Income; and (3) our Operating EBITDA.
Compensation actually paid, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance estimates but does not reflect actual amounts paid out for those awards. Compensation actually paid fluctuates due to stock price changes and varying levels of projected and actual achievement of performance goals.
For a discussion of how our Human Resources Committee designs and assesses the performance and modifications of our NEOs' pay, see "Compensation Discussion and Analysis" in this Proxy Statement and in the proxy statements for 2020, 2021, 2022, 2023 and 2024.
Tabular List
Listed below are the financial and non-financial performance measures which we believe to be our most important measures to link compensation actually paid to our NEOs to Company performance, for fiscal 2024.
| Measure | Explanation |
|---|---|
| Net Income | Net income in accordance with generally accepted accounting principles in the United States ("GAAP"). |
| Operating EBITDA | A non-GAAP financial measure comprised of Net Income before Income tax provision, Interest expense, Other income and Depreciation and amortization. |
| Total Recordable Incident Rate (TRIR) | Total recordable incident rate; the rate of recordable workplace injuries per 200,000 working hours. |
| Return on Average Assets (ROAA) | Return on average assets; the ratio of Net income in accordance with GAAP to the average Total Assets of the Company in the year. |
| Revenues | Revenues for the year in accordance with GAAP. |
| Other | Other non-financial measures include advancement of strategic priorities related to acquisitions, capital expenditures, productivity, carbon emissions reduction, environmental performance, employee and community engagement and equity and diversity initiatives. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.