Mercer International (MERC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 30, 2025, with both in-person and virtual participation options for shareholders.

• Shareholders will vote on the election of ten directors, an advisory say-on-pay resolution, ratification of the external auditor, and an amendment to the stock incentive plan.

• The company reported improved operating results in 2024, with significant debt reduction, increased liquidity, and successful completion of strategic projects.

• Forward-looking statements highlight ongoing risk factors and strategic initiatives, including sustainability and talent development.

Voting matters and shareholder proposals

• Proposals include electing ten directors, approving executive compensation, ratifying PricewaterhouseCoopers LLP as auditor, and amending the 2022 Stock Incentive Plan to increase available shares.

• The board recommends voting in favor of all proposals.

• Shareholders of record as of March 27, 2025, are eligible to vote.

Board of directors and corporate governance

• The board consists of ten nominees, 90% of whom are independent, with an average tenure of 7 years and average age of 66.

• Board diversity is emphasized, with 30% female representation and a mix of nationalities.

• The board has an independent chairperson and four standing committees: Audit, Human Resources, Governance and Nominating, and Environmental, Health and Safety.

• Regular board and committee evaluations, director education, and succession planning are in place.